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                                                                     EXHIBIT 3.1




                                     BYLAWS

                                       OF

                             MERCURY AIR GROUP, INC.









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                                TABLE OF CONTENTS

<TABLE>
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                                                                                  ----

<S>          <C>                                                                  <C>
Article 1 -- Offices............................................................    1

             Section 1.1 Registered Office......................................    1

             Section 1.2 Other Offices..........................................    1

Article 2 -- Meetings of Stockholders...........................................    1

             Section 2.1 Place of Meetings......................................    1

             Section 2.2 Annual Meeting.........................................    1

             Section 2.3 Special Meetings.......................................    1

             Section 2.4 Notice.................................................    1

             Section 2.5 Voting List............................................    2

             Section 2.6 Quorum.................................................    2

             Section 2.7 Required Vote..........................................    2

             Section 2.8 Proxies................................................    2

             Section 2.9 Record Date............................................    3

             Section 2.10 Action Without a Meeting..............................    4

             Section 2.11 Inspectors of Elections...............................    5

Article 3 -- Directors..........................................................    5

             Section 3.1 Management.............................................    5

             Section 3.2 Number; Classes; Election..............................    5

             Section 3.3 Change in Number.......................................    5

             Section 3.4 Removal................................................    5

             Section 3.5 Vacancies and Newly Created Directorships..............    6

             Section 3.6 Cumulative Voting Prohibited...........................    6

             Section 3.7 Place of Meetings......................................    6

             Section 3.8 Annual Meetings........................................    6

             Section 3.9 Regular Meetings.......................................    6

             Section 3.10 Special Meetings......................................    6

             Section 3.11 Quorum................................................    6

             Section 3.12 Action Without Meeting; Telephone Meetings............    7

             Section 3.13 Chairman of the Board.................................    7

             Section 3.14 Compensation..........................................    7

Article 4 -- Committees.........................................................    7

             Section 4.1 Designation............................................    7

             Section 4.2 Number; Term...........................................    7

             Section 4.3 Authority..............................................    7

             Section 4.4 Committee Changes; Removal.............................    8

             Section 4.5 Alternate Members; Acting Members......................    8

             Section 4.6 Regular Meetings.......................................    8

             Section 4.7 Special Meetings.......................................    8

             Section 4.8 Quorum; Majority Vote..................................    8

             Section 4.9 Minutes................................................    8

             Section 4.10 Compensation..........................................    8

Article 5 -- Notices............................................................    9

             Section 5.1 Method.................................................    9
</TABLE>

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<TABLE>
<S>          <C>                                                                  <C>
             Section 5.2 Waiver.................................................   9

             Section 5.3 Exception to Notice Requirement........................   9

Article 6 -- Officers...........................................................  10

             Section 6.1 Officers...............................................  10

             Section 6.2 Election...............................................  10

             Section 6.3 Compensation...........................................  10

             Section 6.4 Removal and Vacancies..................................  10

             Section 6.5 Chief Executive Officer/President......................  10

             Section 6.6 Chairman of the Board..................................  11

             Section 6.7 Executive Vice Presidents/Vice Presidents..............  11

             Section 6.8 Secretary..............................................  11

             Section 6.9 Assistant Secretaries..................................  11

             Section 6.10 Chief Financial Officer...............................  12

             Section 6.11 Other Officers........................................  12

Article 7 -- Certificates Representing Shares...................................  12

             Section 7.1 Certificates...........................................  12

             Section 7.2 Legends................................................  12

             Section 7.3 Lost Certificates......................................  12

             Section 7.4 Transfer of Shares.....................................  13

             Section 7.5 Registered Stockholders................................  13

Article 8 -- Indemnification....................................................  13

             Section 8.1 Actions, Suits or Proceedings other than by or in
                         the Right of the Corporation...........................  13

             Section 8.2 Actions or Suits by or in the Right of the
                         Corporation............................................  13

             Section 8.3 Indemnification for Costs, Charges and Expenses of
                         Successful Party.......................................  14

             Section 8.4 Determination of Right to Indemnification..............  14

             Section 8.5 Advance of Costs, Charges and Expenses.................  14

             Section 8.6 Procedure for Indemnification..........................  15

             Section 8.7 Other Rights; Continuation of Right to
                         Indemnification........................................  15

             Section 8.8 Construction...........................................  16

             Section 8.9 Savings Clause.........................................  16

             Section 8.10 Insurance.............................................  17

Article 9 -- General Provisions.................................................  17

             Section 9.1 Dividends..............................................  17

             Section 9.2 Reserves...............................................  17

             Section 9.3 Authority to Sign Instruments..........................  17

             Section 9.4 Fiscal Year............................................  18

             Section 9.5 Seal...................................................  18

             Section 9.6 Transactions with Directors and Officers...............  18

             Section 9.7 Amendments.............................................  18
</TABLE>

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                                     BYLAWS
                                       OF
                             MERCURY AIR GROUP, INC.


                                    ARTICLE 1
                                     OFFICES

      Section 1.1 Registered Office. The registered office and registered agent
Mercury Air Group, Inc., a Delaware corporation (the "Corporation"), will be as
from time to time set forth in the Corporation's Certificate of Incorporation or
in any certificate filed with the Secretary of State of the State of Delaware to
amend such information.

      Section 1.2 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 2
                            MEETINGS OF STOCKHOLDERS

      Section 2.1 Place of Meetings. Meetings of stockholders for all purposes
may be held at such time and place, either within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

      Section 2.2 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. At such meeting,
the stockholders shall elect directors and transact such other business as may
properly be brought before the meeting.

      Section 2.3 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, the Certificate
of Incorporation or these Bylaws, may be called by the Chief Executive Officer,
the President, or a majority of the Board of Directors. Business transacted at
all special meetings shall be confined to the purposes stated in the notice of
the meeting.

      Section 2.4 Notice. Written or printed notice stating the place, date, and
hour of each meeting of the stockholders and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given not less
than ten (10) or, in the event of merger or consolidation, not less than twenty
(20), nor more than sixty (60) days before the date of the meeting, to each
stockholder entitled to vote at such meeting. If such notice is sent by mail,
notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at the stockholder's address as it appears on the
records of the Corporation. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

      Section 2.5 Voting List. At least ten (10) days before each meeting of
stockholders, the Secretary or

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other officer of the Corporation who has charge of the Corporation's stock
ledger, either directly or through another officer appointed by the Secretary or
such other officer or through a transfer agent appointed by the Board of
Directors, shall prepare a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either 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 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
at all times during such meeting and may be inspected by any stockholder who is
present.

      Section 2.6 Quorum. A majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at any meeting of
stockholders, except as otherwise provided by statute, the Certificate of
Incorporation or these Bylaws. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. If a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to vote
thereat who are present, in person or by proxy, or, if no stockholder entitled
to vote is present, any officer of the Corporation presiding over such meeting,
may adjourn the meeting from time to time until a quorum shall be present. When
a meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at the meeting at which
the adjournment is taken. At any adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
original meeting had a quorum been present. 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 2.7 Required Vote. In all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the question is one on which, by
express provision of statute, the Certificate of Incorporation or these Bylaws,
a different vote is required, in which case such express provision shall govern
and control the decision of the question. Directors of the Corporation shall be
elected by a plurality. In determining the number of shares entitled to vote,
shares abstaining from voting or not voted on a matter (including elections)
will be treated as not entitled to vote.

      Section 2.8 Proxies.

            (a) Each stockholder entitled to vote at a meeting of stockholders
      or to express consent or dissent to corporate action in writing without a
      meeting may authorize another person or persons to act for such
      stockholder by proxy, but no such proxy shall be voted or acted upon after
      three (3) years from its date, unless the proxy provides for a longer
      period. Each proxy shall be filed with the Secretary of the Corporation
      prior to or at the time of the meeting.

            (b) Without limiting the manner in which a stockholder may authorize
      another person or persons to act for such stockholder as proxy pursuant to
      subsection (a) of this section, the following shall constitute a valid
      means by which a stockholder may grant such authority:

                  (1) A stockholder may execute a writing authorizing another
            person or persons to act for such stockholder as proxy. Execution
            may be accomplished by the stockholder or by an authorized officer,
            director, employee or agent of the stockholder signing such writing
            or causing such stockholder's signature to be affixed to such
            writing by any reasonable means including, but not limited to, by
            facsimile signature.

                  (2) A stockholder may authorize another person or persons to
            act for such stockholder as proxy by transmitting or authorizing the
            transmission of a telegram, cablegram, or other means of electronic
            transmission to the person who will be the holder of the proxy or to
            a proxy solicitation firm, proxy support service organization or
            like agent duly authorized by the person who will be the holder of
            the proxy to receive such transmission, provided that any such
            telegram, cablegram or other means of electronic transmission must
            either set forth or be submitted with information

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            from which it can be determined that the telegram, cablegram or
            other electronic transmission was authorized by the stockholder. If
            it is determined that such telegrams, cablegrams or other electronic
            transmissions are valid, the inspectors or, if there are no
            inspectors, such other persons making that determination shall
            specify the information upon which they relied.

      (c) Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission created pursuant to subsection (b) of this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

      (d) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.

      Section 2.9 Record Date.

      (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 of Directors 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 of Directors, and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If no record
date is fixed by the Board of Directors, 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; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

      (b) 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 the purpose of any other lawful
action, the Board of Directors 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 sixty (60) days prior to
such payment, exercise, or other 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 of Directors adopts the resolution
relating thereto.

      Section 2.10 Action Without Meeting.

      (a) Unless otherwise provided in the Certificate of Incorporation, any
action required or permitted to be taken at a meeting of the stockholders of the
Corporation may be taken without a meeting or a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted. Such consent or consents
shall be delivered to the Corporation at its registered office in Delaware, at
its principal place of business, or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Such delivery shall be by hand, by overnight courier service, or by
certified or registered mail, return receipt requested.

      (b) Every written consent shall bear the date of signature of each
stockholder who signs the written consent, and no consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by this Section 2.11
to the Corporation, written consents signed by a sufficient number of
stockholders to take action are delivered to the Corporation in the manner
required by this Section 2.11.

      (c) Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given by the Corporation to
those stockholders who have not consented to the action in writing.

      Section 2.11 Inspectors of Elections. The Board of Directors shall, in
advance of any meeting of

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stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall appoint one or more inspectors. Each
inspector, before entering upon the discharge of such inspector's duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. The inspectors shall determine the number of shares of capital stock of
the Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the chairman of the meeting, the inspectors
shall make a report in writing of any challenge, request, or matter determined
by them and shall execute a certificate of any fact found by them. No director
or candidate for the office of director shall act as an inspector of an election
of directors. Inspectors need not be stockholders.


                                    ARTICLE 3
                                    DIRECTORS

      Section 3.1 Management. The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors, who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute, the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the stockholders. The Board of Directors
shall keep regular minutes of its proceedings.

      Section 3.2 Number; Election. The Board of Directors shall consist of at
least three (3) members. Directors shall be elected at the annual meeting of the
stockholders, except as hereinafter provided, and each Director elected shall
hold office until his successor shall be elected and shall qualify.

      Section 3.3 Change in Number. The number of directors constituting the
whole Board of Directors may be fixed from time to time in a resolution adopted
by the Board of Directors, or, if no such resolution has been adopted, the
number of directors constituting the whole Board of Directors shall be the same
as the number of directors of the initial Board of Directors as set forth in the
Certificate of Incorporation. No decrease in the number of directors
constituting the whole Board of Directors shall have the effect of shortening
the term of any incumbent director.

      Section 3.4 Removal. Any Director may be removed either for or without
cause at any annual or special meeting of stockholders by the affirmative vote
of a majority in number of shares of the stockholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director, if
notice of the intention to act upon such matters shall have been given in the
notice calling such meeting.

      Section 3.5 Vacancies and Newly Created Directorships. Except as otherwise
provided in the Certificate of Incorporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
shall be filled only by the affirmative vote of a majority of the directors then
in office, even though less than a quorum or by a sole remaining director, and
not by the stockholders. Any director elected in accordance with this Bylaw
shall hold office until such director's successor shall have been elected and
qualified. If at any time there are no directors in office, an election of
directors may be held in the manner provided by statute. Except as otherwise
provided in these Bylaws, when one or more directors shall resign from the Board
of Directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in these Bylaws with respect to the filling of other
vacancies.

      Section 3.6 Cumulative Voting Prohibited. Cumulative voting shall be
prohibited.

      Section 3.7 Place of Meetings. The directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
Delaware.

      Section 3.8 Annual Meetings. The annual meeting of each newly elected
Board shall be held without

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further notice immediately following the annual meeting of stockholders, and at
the same place, unless by unanimous consent of the directors then elected and
serving, such time or place shall be changed.

      Section 3.9 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

      Section 3.10 Special Meetings. Special meetings of the Board of Directors
may be called by the Chief Executive Officer on twenty-four (24) hours' notice
to each director, if by telecopier, electronic facsimile, telegram or other
electronic means, or hand delivery, or on three (3) days' notice to each
director, if by mail. Except as may be otherwise expressly provided by law or
the Certificate of Incorporation, neither the business to be transacted at, nor
the purpose of, any special meeting need be specified in a notice or waiver of
notice.

      Section 3.11 Quorum. At all meetings of the Board of Directors, a majority
of the total number of directors shall constitute a quorum for the transaction
of business, and the vote of a majority of the directors present at any meeting
at which a quorum is present 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 shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

      Section 3.12 Action Without Meeting; Telephone Meetings. Any action
required or permitted to be taken at a meeting of the Board of Directors or of
any committee thereof 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 Board of
Directors or committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote at a meeting. Subject to applicable notice
provisions and unless otherwise restricted by the Certificate of Incorporation,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in and hold a meeting 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 such
meeting shall constitute presence in person at such meeting, except where a
person's participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

      Section 3.13 Chairman of the Board. The Board of Directors may elect a
Chairman of the Board to preside at their meetings and to perform such other
duties as the Board of Directors may from time to time assign to such person.

      Section 3.14 Compensation. The Board of Directors may fix the compensation
of the members of the Board of Directors at any time and from time to time.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.


                                    ARTICLE 4
                                   COMMITTEES

      Section 4.1 Designation. The Board of Directors may designate one or more
committees.

      Section 4.2 Number; Term. Each committee shall consist of one or more
directors. The number of committee members may be increased or decreased from
time to time by the Board of Directors. Each committee member shall serve as
such until the earliest of (i) the expiration of such committee member's term as
director, (ii) such committee member's resignation as a committee member or as a
director, or (iii) such committee member's removal as a committee member or as a
director.

      Section 4.3 Authority. Each committee, to the extent expressly provided in
the resolution of the Board of Directors establishing such committee, shall have
and may exercise all of the authority of the Board of Directors in the
management of the business and affairs of the Corporation except to the extent
expressly restricted by statute, the Certificate of Incorporation or these
Bylaws.

      Section 4.4 Committee Changes; Removal. The Board of Directors shall have
the power at any time to fill vacancies in, to change the membership of, act in
the place of, and to discharge any committee. The Board of

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Directors may remove any committee member, at any time, with or without cause.

      Section 4.5 Alternate Members; Acting Members. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.

      Section 4.6 Regular Meetings. Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

      Section 4.7 Special Meetings. Special meetings of any committee may be
held whenever called by the Chairman of the committee, or, if the committee
members have not elected a Chairman, by any committee member. The Chairman of
the committee or the committee member calling any special meeting shall cause
notice of such special meeting, including therein the time and place of such
special meeting, to be given to each committee member at least (i) twenty-four
(24) hours before such special meeting if notice is given by telecopy,
electronic facsimile, telegram or other electronic means, or hand delivery or
(ii) at least three (3) days before such special meeting if notice is given by
mail. Neither the business to be transacted at, nor the purpose of, any special
meeting of any committee need be specified in the notice or waiver of notice of
any special meeting.

      Section 4.8 Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated as the committee by the Board of
Directors shall constitute a quorum for the transaction of business. Alternate
members and acting members shall be counted in determining the presence of a
quorum. If a quorum is not present at a meeting of any committee, a majority of
the members present may adjourn the meeting from time to time, without notice
other than an announcement at the meeting, until a quorum is present. The vote
of a majority of the members, including alternate members and acting members,
present at any meeting at which a quorum is present shall be the act of a
committee, unless the act of a greater number is required by law or the
Certificate of Incorporation.

      Section 4.9 Minutes. Each committee shall cause minutes of its proceedings
to be prepared and shall report the same to the Board of Directors upon the
request of the Board of Directors. The minutes of the proceedings of each
committee shall be delivered to the Secretary of the Corporation for placement
in the minute books of the Corporation.

      Section 4.10 Compensation. Committee members may, by resolution of the
Board of Directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.


                                    ARTICLE 5
                                     NOTICES

      Section 5.1 Method. Whenever by statute, the Certificate of Incorporation,
or these Bylaws, notice is required to be given to any stockholder, director or
committee member, and no provision is made as to how such notice shall be given,
personal notice shall not be required, and any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to such committee member, director,
or stockholder at such person's address as it appears on the books or (in the
case of a stockholder) the stock transfer records of the Corporation, or (b) by
any other method permitted by law (including, but not limited to, overnight
courier service, electronic facsimile transmission, electronic mail, telegram,
telex, telefax or other means of electronic transmission). Any notice required
or permitted to be given by mail shall be deemed to be given when deposited in
the United States mail as aforesaid. Any notice required or permitted to be
given by overnight courier service shall be deemed to be given at the time
delivered to such service with all charges prepaid and addressed as aforesaid.
Any notice required or permitted to be given by electronic facsimile
transmission, electronic mail, telegram, telex, telefax or other means of
electronic transmission shall be deemed to be delivered and given at the time
transmitted with all charges prepaid and addressed as aforesaid.

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      Section 5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by law, the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director, or committee member at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends 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 5.3 Exception to Notice Requirement. The giving of any notice
required under any provision of the General Corporation Law of Delaware, the
Certificate of Incorporation or these Bylaws shall not be required to be given
to any stockholder to whom (i) notice of two consecutive annual meetings, and
all notices of meetings or of the taking of action by written consent without a
meeting to such stockholder during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class
mail) of dividends or interest on securities during a twelve-month period, have
been mailed addressed to such person at such person's address as shown on the
records of the Corporation and have been returned undeliverable. If any such
stockholder shall deliver to the Corporation a written notice setting forth such
stockholder's then current address, the requirement that notice be given to such
stockholder shall be reinstated.


                                    ARTICLE 6
                                    OFFICERS

      Section 6.1 Officers. The officers of the Corporation shall be elected by
the Board of Directors and shall be the Chairman of the Board, a Chief Executive
Officer (Chief Executive Officer and President), one or more Executive Vice
Presidents or Vice Presidents, a Secretary and Chief Financial Officer (Chief
Financial Officer and Principal Accounting Officer). The Board of Directors may
also elect one or more Assistant Secretaries and one or more Assistant Chief
Financial Officers. Any two offices may be held by the same person, except the
offices of Chairman of the Board, Chief Executive Officer and Secretary. No
officer need be a director of the Corporation.

      Section 6.2 Election. The Board of Directors at its first meeting after
each annual meeting of stockholders shall elect the officers of the Corporation,
none of whom need be a member of the Board, a stockholder or a resident of the
State of Delaware. The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall be appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors.

      Section 6.3 Compensation. The compensation of all officers and agents of
the Corporation shall be fixed by the Board of Directors.

      Section 6.4 Removal and Vacancies. Each officer of the Corporation shall
hold office until such officer's successor is elected and qualified or until
such officer's earlier death, resignation or removal. Any officer or agent
elected or appointed by the Board of Directors may be removed either for or
without cause by a majority of the directors represented at a meeting of the
Board of Directors at which a quorum is represented, whenever in the judgment of
the Board of Directors the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

      Section 6.5 Chief Executive Officer/President. The Chief Executive
Officer/President of the Corporation shall have the following powers and duties:

            (a) He shall be the Chief Executive Officer and President of the
      Corporation, and, subject to the directions of the Board of Directors,
      shall have general charge of the business, affairs and property of the
      Corporation on a day-to-day basis; charge of implementing strategic
      direction for the Corporation; and general supervision over all of the
      Corporation's officers, employees and agents.

            (b) At the request of the Chairman of the Board, or in his absence
      or disability, the Chief Executive Officer shall perform all of the duties
      of the Chairman of the Board and, when so acting, shall have all of the
      powers and be subject to all of the restrictions upon the powers of the
      Chairman of the Board.

<PAGE>   11

                                                                               8

            (c) Subject to the direction of the Board of Directors, he shall
      exercise all powers and perform all duties incident to the office of the
      President of the Corporation, and shall exercise such other powers and
      perform such other duties as from time-to-time may be assigned to him by
      the Board. References to the "President" in these Bylaws shall be deemed
      references to the Chief Executive Officer.

            (d) He shall perform such duties as the Board of Directors shall
      from time-to-time assign to him.

      Section 6.6 Chairman of the Board. The Chairman of the Board shall have
the following powers and duties:

            (a) He shall hold a non officer position.

            (b) He shall perform such duties as may be assigned to him by the
      Board.

            (c) He shall be the Chairman and shall conduct each of the Board of
      Directors meetings.

      Section 6.7 Executive Vice Presidents/Vice Presidents. Each Executive Vice
President or Vice President shall perform such duties as from time-to-time shall
be assigned to him by the Chief Operating Officer or the Board of Directors. Any
Executive Vice President or Vice President may sign certificates representing
shares of the Corporation of issuance of which shall have been authorized by the
Board of Directors.

      Section 6.8 Secretary. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for any committee when required. In the event the Secretary
is absent from such session or meeting, the presiding officer at such session or
meeting shall appoint another person to record the votes and minutes of said
proceedings. Except as otherwise provided herein, the Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or Chief Executive Officer or President,
under whose supervision the Secretary shall be. The Secretary shall keep in safe
custody the seal of the Corporation and, when authorized by the Chief Executive
Officer or the Board of Directors, affix the same to any instrument requiring
it, and, when so affixed, it shall be attested by the signature of the Secretary
or by the signature of the Chief Financial Officer or an Assistant Secretary.

      Section 6.9 Assistant Secretaries. Each Assistant Secretary shall have
only such powers and perform only such duties as the Board of Directors may from
time to time prescribe or as the Chief Executive Officer may from time to time
delegate.

      Section 6.10 Chief Financial Officer. The Chief Financial Officer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements of the Corporation and shall
deposit all monies 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. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Chief Executive Officer or the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer, the President and directors, at the regular
meetings of the Board of Directors, or whenever they may require it, an account
of all the Chief Financial Officer's transactions as Chief Financial Officer and
of the financial condition of the Corporation, and shall perform such other
duties as the Board of Directors may prescribe. If required by the Board of
Directors, the Chief Financial Officer shall give the Corporation a bond in such
form, 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 the office
of Chief Financial Officer and for the restoration to the Corporation, in case
of the Chief Financial Officer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in the Chief Financial Officer's possession or under the Chief Financial
Officer's control belonging to the Corporation. The Chief Financial Officer
shall also be the principal accounting officer of the Corporation.

      Section 6.11 Other Officers. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall be appointed for such
terms and shall exercise such powers and perform such duties

<PAGE>   12

                                                                               9

as shall be determined from time to time by the Board of Directors.


                                    ARTICLE 7
                        CERTIFICATES REPRESENTING SHARES

      Section 7.1 Certificates. The shares of the Corporation shall be
represented by certificates in such form as shall be determined by the Board of
Directors. Such certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value. Each certificate shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and may be sealed with
the seal of the Corporation or a facsimile thereof. Any or all of the signatures
on a certificate may be facsimile.

      Section 7.2 Legends. The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock shall bear
such legends as the Board of Directors shall authorize, including, without
limitation, such legends as the Board of Directors deems appropriate to assure
that the Corporation does not become liable for violations of federal or state
securities laws or other applicable law.

      Section 7.3 Lost Certificates. The Corporation may issue a new certificate
representing shares in place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed. The Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as it shall specify and/or to give the
Corporation a bond in such form, in such sum, and with such surety or sureties
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

      Section 7.4 Transfer of Shares. Shares of stock shall be transferable only
on the books of the Corporation by the holder thereof in person or by such
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

      Section 7.5 Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof for any and all purposes, and, accordingly, shall not be bound to
recognize any equitable or other claim or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.


                                    ARTICLE 8
                                 INDEMNIFICATION

      Section 8.1 Actions, Suits or Proceedings Other Than By or in the Right of
the Corporation. The Corporation shall, to the fullest extent authorized or
permitted by law, 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 or has agreed to become a Director, officer, employee or agent
of the Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as a Director, officer, employee or agent 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, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person or on
such person's behalf in connection with such action, suit or proceeding and any
appeal therefrom, if such person acted in good faith and in a manner such person
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 such person's conduct was

<PAGE>   13

                                                                              10

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 the person did not meet the
standards of conduct set forth in this Section 8.1.

      Section 8.2 Actions or Suits By or in the Right of the Corporation. The
Corporation shall, to the fullest extent authorized or permitted by law,
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 a Director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by such person or on such
person's behalf in connection with the defense or settlement of such action or
suit and any appeal therefrom, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or misconduct in the performance of
such person's duty to the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

      Section 8.3 Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Article 8, to the extent
that a Director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 8.1 and 8.2, or in the defense of any claim,
issue or matter therein, such person shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by such person or on such person's behalf in connection therewith.

      Section 8.4 Determination of Right to Indemnification. Any indemnification
under Sections 8.1 and 8.2 (unless ordered by a court) shall be paid by the
Corporation unless a determination is 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, that
indemnification of the Director, officer, employee or agent is not proper in the
circumstances because such person has not met the applicable standards of
conduct set forth in Sections 8.1 and 8.2.

      Section 8.5 Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys fees) incurred by a person referred to in Sections
8.1 and 8.2 in defending a civil or criminal action, suit or proceeding
(including investigations by any government agency and all costs, charges and
expenses incurred in preparing for any threatened action, suit or proceeding)
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding; provided, however, that the payment of such costs,
charges and expenses incurred by a Director or officer in such person's capacity
as a Director or officer (and not in any other capacity in which service was or
is rendered by such person while a Director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the Director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such Director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article 8. No security shall be required for such undertaking
and such undertaking shall be accepted without reference to the recipient's
financial ability to make repayment. The repayment of such charges and expenses
incurred by other employees and agents of the Corporation which are paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as permitted by this Section 8.5 may be required upon such terms and
conditions, if any, as the Board of Directors deems appropriate. The Board of
Directors may, in the manner set forth above, and subject to the approval of
such Director, officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

      Section 8.6 Procedure for Indemnification. Any indemnification under
Sections 8.1, 8.2 or 8.3 or

<PAGE>   14

                                                                              11

advance of costs, charges and expenses under Section 8.5 shall be made promptly,
and in any event within 30 days, upon the written request of the Director,
officer, employee or agent directed to the Secretary of the Corporation. The
right to indemnification or advances as granted by this Article 8 shall be
enforceable by the Director, officer, employee or agent in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within 30 days. Such person's costs
and expenses incurred in connection with successfully establishing such person's
right to indemnification or advances, in whole or in part, in any such action
shall also be indemnified by the Corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 8.5 where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections 8.1 or 8.2, but the burden of proving
that such standard of conduct has not been met shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Sections 8.1 and 8.2, nor the fact that there has been
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel, and its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

      Section 8.7 Other Rights; Continuation of Right to Indemnification. The
indemnification provided by this Article 8 shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under any
law (common or statutory), agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding office or while employed by or
acting as agent for the Corporation, 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 estate, heirs, executors and administrators of such person. All
rights to indemnification under this Article 8 shall be deemed to be a contract
between the Corporation and each Director, officer, employee or agent of the
Corporation who serves or served in such capacity at any time while this Article
8 is in effect. No amendment or repeal of this Article 8 or of any relevant
provisions of the Delaware General Corporation Law or any other applicable laws
shall adversely affect or deny to any Director, officer, employee or agent any
rights to indemnification which such person may have, or change or release any
obligations of the Corporation, under this Article 8 with respect to any costs,
charges, expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement which arise out of an action, suit or proceeding based in
whole or substantial part on any act or failure to act, actual or alleged, which
takes place before or while this Article 8 is in effect. The provisions of this
Section 8.7 shall apply to any such action, suit or proceeding whenever
commenced, including any such action, suit or proceeding commenced after any
amendment or repeal of this Article 8.

      Section 8.8 Construction. For purposes of this Article 8:

            (i) "the Corporation" shall include any constituent corporation
      (including any constituent of a constituent) absorbed in a consolidation
      or merger which, if its separate existence had continued, would have had
      power and authority to indemnify its Directors, officers, and employees or
      agents, so that any person who is or was a Director, officer, employee or
      agent of such constituent corporation, or is or was serving at the request
      of such constituent corporation as a Director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other
      enterprise, shall stand in the same position under the provisions of this
      Article 8 with respect to the resulting or surviving corporation as such
      person would have with respect to such constituent corporation if its
      separate existence had continued;

            (ii) "Other enterprises" shall include employee benefit plans,
      including, but not limited to, any employee benefit plan of the
      Corporation;

            (iii) "Serving at the request of the Corporation" shall include any
      service which imposes duties on, or involves services by, a Director,
      officer, employee, or agent of the Corporation with respect to an employee
      benefit plan, its participants, or beneficiaries, including acting as a
      fiduciary thereof;

            (iv) "fines" shall include any penalties and any excise or similar
      taxes assessed on a person with respect to an employee benefit plan;

<PAGE>   15

                                                                              12

            (v) A person who acted in good faith and in a manner such person
      reasonably believed to be in the interest of the participants and
      beneficiaries of an employee benefit plan shall be deemed to have acted in
      a manner "not opposed to the best interests of the Corporation" as
      referred to in Sections 8.1 and 8.2; and

            (vi) Service as a partner, trustee or member of management or
      similar committee of a partnership or joint venture, or as a Director,
      officer, employee or agent of a corporation which is a partner, trustee or
      joint venturer, shall be considered service as a Director, officer,
      employee or agent of the partnership, joint venture, trust or other
      enterprise.

      Section 8.9 Savings Clause. If this Article 8 or any portion hereof shall
be invalidated on any ground by a court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, officer, employee and
agent of the Corporation as to costs, charges and expenses (including attorneys'
fees), judgments, 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
full extent permitted by any applicable portion of this Article 8 that shall not
have been invalidated and to the full extent permitted by applicable law.

      Section 8.10 Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
or on such person's behalf in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this Article 8,
provided that such insurance is available on acceptable terms as determined by a
vote of a majority of the entire Board of Directors.


                                    ARTICLE 9
                               GENERAL PROVISIONS

      Section 9.1 Dividends. The Board of Directors, subject to any restrictions
contained in the Certificate of Incorporation, may declare dividends upon the
shares of the Corporation's capital stock. Dividends may be paid in cash, in
property, or in shares of the Corporation, subject to the provisions of the
General Corporation Law of Delaware and the Certificate of Incorporation.

      Section 9.2 Reserves. By resolution of the Board of Directors, the
directors may set apart out of any of the funds of the Corporation such reserve
or reserves as the directors from time to time, in their discretion, think
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other purposes as the
directors shall think beneficial to the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

      Section 9.3 Authority to Sign Instruments. Any checks, drafts, bills of
exchange, acceptances, bonds, notes or other obligations or evidences of
indebtedness of the Corporation, and all deeds, mortgages, indentures, bills of
sale, conveyances, endorsements, assignments, transfers, stock powers, or other
instruments of transfer, contracts, agreements, dividend and other orders,
powers of attorney, proxies, waivers, consents, returns, reports, certificates,
demands, notices, or documents and other instruments or writings of any nature
whatsoever may be signed, executed, verified, acknowledged, and delivered, for
and in the name and on behalf of the Corporation, by such officers, agents, or
employees of the Corporation, or any of them, and in such manner, as from time
to time may be authorized by the Board of Directors, and such authority may be
general or confined to specific instances.

      Section 9.4 Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

      Section 9.5 Seal. The corporate seal shall have inscribed thereon the name
of the Corporation. Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

<PAGE>   16

                                                                              13

      Section 9.6 Transactions With Directors and Officers. No contract or other
transaction between the Corporation and any other corporation and no other act
of the Corporation shall, in the absence of fraud, be invalidated or in any way
affected by the fact that any of the directors of the Corporation are
pecuniarily or otherwise interested in such contract, transaction or other act,
or are directors or officers of such other corporation. Any director of the
Corporation, individually, or any firm or corporation of which any such director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation; provided,
however, that the fact that the director, individually, or the firm or
corporation is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any annual meeting or at any special meeting, called for that purpose, of the
Board of Directors at which action upon any such contract or transaction shall
be taken. Any director of the Corporation who is so interested may be counted in
determining the existence of a quorum at any such annual or special meeting of
the Board of Directors which authorizes such contract or transaction. Every
director of the Corporation is hereby relieved from any disability which might
otherwise prevent such director from carrying out transactions with or
contracting with the Corporation for the benefit of such director or any firm,
corporation, trust or organization in which or with which such director may be
in anywise interested or connected.

      Section 9.7 Amendments. These Bylaws may be amended or repealed, or new
Bylaws may be adopted, only (i) by the Board of Directors at any duly held
meeting or pursuant to a written consent in lieu of such meeting, or (ii) by the
holders of a majority of the shares entitled to vote thereon represented at any
duly held meeting of stockholders, provided that notice of such proposed action
shall have been contained in the notice of any such meeting, or pursuant to a
written consent signed by the holders of a majority of the outstanding shares
entitled to vote thereon.

<PAGE>   17

                                                                              14

CERTIFICATE BY SECRETARY


      The undersigned, being the secretary of the Corporation, hereby certifies
that the foregoing Bylaws were duly adopted by the Directors and the
Stockholders of the Corporation effective on January 9, 2001.

      IN WITNESS WHEREOF, I have signed this certification as of the 9th day of
January, 2001.


                                        /s/  Wayne J. Lovett
                                        ----------------------------------------
                                        Wayne J. Lovett, Secretary