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                                                                    EXHIBIT 4.10


                                                      EFFECTIVE:  May ___, 2002.



                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        --------------------------------

                               (the "Corporation")
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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I     CAPITAL STOCK..................................................2

      Section 1.1 Certificates...............................................2
      Section 1.2 Lost, Stolen or Destroyed Certificates.....................2
      Section 1.3 Transfers of Stock.........................................2
      Section 1.4 Beneficial Owners..........................................2
      Section 1.5 Dividend...................................................2

ARTICLE II    STOCKHOLDERS...................................................3

      Section 2.1 Place of Meeting...........................................3
      Section 2.2 Annual Meetings............................................3
      Section 2.3 Special Meetings...........................................3
      Section 2.4 Notice of Meetings.........................................3
      Section 2.5 Record Date................................................3
      Section 2.6 Quorum.....................................................4
      Section 2.7 Organization...............................................4
      Section 2.8 Voting; Proxies............................................4
      Section 2.9 Adjournments...............................................4
      Section 2.10 List of Stockholders Entitled to Vote.....................5
      Section 2.11 Stock Ledger..............................................5
      Section 2.12 Action by Consent of Stockholders in Lieu of Meeting......5

ARTICLE III   DIRECTORS......................................................5

      Section 3.1 Number and Tenure..........................................5
      Section 3.2 Powers and Qualifications..................................6
      Section 3.3 Vacancies..................................................6
      Section 3.4 Regular Meetings...........................................6
      Section 3.5 Special Meetings...........................................6
      Section 3.6 Meetings by Conference Telephone...........................6
      Section 3.7 Quorum; Vote Required for Action...........................6
      Section 3.8 Organization...............................................6
      Section 3.9 Actions of the Board by Consent in Lieu of Meeting.........7
      Section 3.10 Committees................................................7
      Section 3.11 Compensation and Reimbursement of Expenses................7

ARTICLE IV    NOTICES........................................................8

      Section 4.1 Notices....................................................8
      Section 4.2 Waivers of Notices.........................................8


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ARTICLE V     OFFICERS.......................................................8

      Section 5.1 General....................................................8
      Section 5.2 Election and Resignation...................................8
      Section 5.3 Vacancies..................................................9
      Section 5.4 Removal....................................................9
      Section 5.5 Chairman of the Board of Directors.........................9
      Section 5.6 Chief Executive Officer....................................9
      Section 5.7 President..................................................9
      Section 5.8 Vice President.............................................9
      Section 5.9 Secretary.................................................10
      Section 5.10 Treasurer................................................10
      Section 5.11 Assistant Vice Presidents................................10
      Section 5.12 Assistant Secretaries....................................10
      Section 5.13 Assistant Treasurer......................................10
      Section 5.14 Other Officers...........................................11
      Section 5.15 Delegation of Authority..................................11
      Section 5.16 Voting Securities Owned by the Corporation...............11

ARTICLE VI    MISCELLANEOUS...................................................

      Section 6.1 Disbursements.............................................11
      Section 6.2 Fiscal Year...............................................11
      Section 6.3 Interested Directors......................................11
      Section 6.4 Amendments................................................12


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                                    ARTICLE I

                                  CAPITAL STOCK

      Section 1.1 Certificates. The shares of capital stock (the "Capital
Stock") of the Corporation shall be represented by certificates of stock, signed
in the name of the Corporation (i) by the Chairman or Vice-Chairman of the Board
of Directors of the Corporation (the "Board of Directors") or the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, of the Corporation, certifying the number
of shares of Capital Stock owned by the holder named in the certificate. Any or
all of the signatures of such officers on the certificate may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer at the date of its issuance.

      Section 1.2 Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the mailing of an affidavit of the fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issuance 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 such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

      Section 1.3 Transfers of Stock. Capital Stock shall be transferable in the
manner prescribed by law and in these By-laws. Transfers of Capital Stock shall
be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, which shall be cancelled before
a new certificate shall be issued.

      Section 1.4 Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares of Capital Stock to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as the
owner of shares of Capital Stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not the Corporation shall have express or other
notice thereof, except as otherwise provided by law.

      Section 1.5 Dividends. Dividends upon the Capital Stock, subject to the
provisions of the Certificate of Incorporation of the Corporation, as amended
from time to time (the "Certificate of Incorporation"), if any, may be declared
by the Board of Directors at any regular or special meeting, and may be paid in
cash, in property or in shares of Capital Stock. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its


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absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

                                   ARTICLE II

                                  STOCKHOLDERS

      Section 2.1 Place of Meetings. Meetings of the stockholders of the
Corporation (the "Stockholders") for the election of directors or for any other
purpose shall be held at such time and place, either within or without the State
of Delaware, as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

      Section 2.2 Annual Meetings. The annual meetings of the Stockholders shall
be held on such date and at such time as shall be designated from time to time
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 by plurality
vote and transact such other business as may properly be brought before the
meeting.

      Section 2.3 Special Meetings. Unless otherwise prescribed by law or by the
Certificate of Incorporation, special meetings of the Stockholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board of
Directors, the President or the Secretary of the Corporation and shall be called
by any such officer at the request in writing of a majority of the Board of
Directors or at the request in writing of Stockholders owning a majority of the
Capital Stock issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

      Section 2.4 Notice of Meetings. Whenever Stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the Certificate of Incorporation or
these By-laws, the written notice of any meeting shall be given not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
Stockholder entitled to vote at such meeting.

      Section 2.5 Record Date. The Board of Directors may fix a date, not less
than ten (10) nor more than sixty (60) days preceding the date of any meeting of
the Stockholders, as a record date for determination of Stockholders entitled to
notice of, or to vote at such meeting. 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 be not more than sixty (60) days prior to such
action. The Board of Directors shall not close the books of the Corporation
against transfers of shares during the whole or any part of such period.


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      Section 2.6 Quorum. Except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-laws, the presence in person or by
proxy of the holders of a majority of the outstanding shares of Capital Stock
entitled to vote thereat, shall be necessary and sufficient to constitute a
quorum at all meetings of the Stockholders for the transaction of business. In
the absence of a quorum, the Stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided in Section 2.9
hereof until a quorum shall attend. Shares of Capital Stock belonging to the
Corporation or to another corporation if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation or any such other corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.

      Section 2.7 Organization. Meetings of Stockholders shall be presided over
by the Chairman of the Board, if any, or otherwise the President of the
Corporation, or in the absence of the Chairman of the Board and the President,
by a chairman designated by the Board of Directors, or in the absence of such
designation, by a chairman chosen at the meeting. The Secretary of the
Corporation shall keep the records of the meeting, but in the Secretary's
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

      Section 2.8 Voting; Proxies. Except as otherwise required by the
Certificate of Incorporation or by law, each Stockholder entitled to vote at any
meeting of Stockholders shall be entitled to one (1) vote for each share of
Capital Stock held by such Stockholder which has voting power upon the matter in
question. Each Stockholder entitled to vote at a meeting of Stockholders may
authorize another person or persons to act for him or her 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. 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. A
Stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. Voting at meetings of Stockholders need not be by written
ballot and need not be conducted by inspectors of election unless so determined
by the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote thereon
which are present in person or by proxy at such meeting. At all meetings of
Stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect. All other election and questions shall, unless otherwise
provided by law, the Certificate of Incorporation or these By-laws, be decided
by the vote of the holders of shares of Capital Stock having a majority of the
votes which could be cast by the holders of all shares of Capital Stock entitled
to vote thereon which are present in person or represented by proxy at the
meeting.

      Section 2.9 Adjournments. Any meetings of Stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the


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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 2.10 List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of Stockholders, a
complete list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each Stockholder and the number of
shares registered in the name of each Stockholder. Such list shall be open to
the examination of any Stockholder, for any purpose germane to the meeting for a
period of at least ten (10) days prior to the meeting in accordance with the
provisions of Section 219 of the Delaware General Corporation Law of the State
of Delaware. Failure to comply with any requirements of this Section 2.10 shall
not affect the validity of any action taken at such meeting.

      Section 2.11 Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to which Stockholders are entitled (i) to vote in person or
by proxy at any meeting of Stockholders, or (ii) to examine either the stock
ledger, the list required by Section 2.10 hereof or the books of the
Corporation.

      Section 2.12 Action by Consent of Stockholders in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the Stockholders of
the Corporation may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
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
consented in writing.

                                   ARTICLE III

                                    DIRECTORS

      Section 3.1 Number and Tenure. The business and affairs of the Corporation
shall be managed by a Board of Directors consisting of at least one (1) member.
The number of directors constituting the Board of Directors may be increased or
decreased from time to time by resolution by the Board of Directors; provided,
however, that no such decrease shall have the effect of shortening the term of
any incumbent director. Except as provided in Section 3.3 hereof, directors
shall be elected by a plurality of the votes cast at annual meetings of the
Stockholders, and each director so elected shall hold office for the full term
to which such director shall have been elected and until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal. Any director may resign at any time upon notice to the
Corporation. A director need not be a Stockholder of the Corporation or a
resident of the State of Delaware.


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      Section 3.2 Powers and Qualifications. The business of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-laws directed or required to be exercised or done by the Stockholders.

      Section 3.3 Vacancies. Any newly created directorship or any vacancy
occurring in the Board of Directors for any cause may be filled by an
affirmative vote of a majority of the remaining directors then in office, though
less than a quorum, or by a sole remaining director, and each director so
elected shall hold office for the remainder of the full term in which the new
directorship was created or the vacancy occurred and until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal.

      Section 3.4 Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine, and if so
determined, notices thereof need not be given.

      Section 3.5 Special Meetings. Special meetings of the Board of Directors
may be held at any time, whenever called by the Chairman of the Board of
Directors, the President of the Corporation or a majority of directors then in
office, at such place or places within or without the State of Delaware as may
be stated in the notice of the meeting. Notice of the time and place of a
special meeting must be given by the person or persons calling such meeting at
least twenty-four (24) hours before the special meeting.

      Section 3.6 Meetings by Conference Telephone. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, members of the Board of
Directors or any committee designated by the Board of Directors, may participate
in a meeting of the Board of Directors or such committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 3.6 shall constitute presence in person at such
meeting.

      Section 3.7 Quorum; Vote Required for Action. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these By-laws,
at all meetings of the Board of Directors a majority of the whole Board of
Directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting of the Board of Directors at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board 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 3.8 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board of Directors, or, in the Chairman's
absence, by the President of the Corporation. The Secretary of the Corporation
shall act as secretary of the meeting, but in


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the Secretary's absence the chairman of the meeting may appoint any person to
act as secretary of the meeting.

      Section 3.9 Actions of the Board by Consent in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all of
the members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing is filed with the minutes of proceedings of
the Board of Directors or such committee.

      Section 3.10 Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
Corporation. The Board of Directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof 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 absent or disqualified member. Any committee, to the
extent permitted by law and to the extent provided in the resolution of the
Board of Directors establishing such committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

            The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon the Board of Directors or any member
thereof by law, nor shall such committee function where action of the Board of
Directors is required under applicable law. The Board of Directors shall have
the power at any time to change the membership of any such committee and to fill
vacancies in it. A majority of the members of any such committee shall
constitute a quorum. Each such committee may elect a chairman and appoint such
subcommittees and assistants as it may deem necessary. Except as otherwise
provided by the Board of Directors, meetings of any committee shall be conducted
in the same manner as the Board of Directors conducts its business pursuant to
this Article III as the same shall from time to time be amended. Any member of
any such committee elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgement 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. Election or
appointment of a member of a committee shall not of itself create contract
rights.

      Section 3.11 Compensation and Reimbursement of Expenses. The directors
shall receive such compensation for their services as shall be determined by the
Board of Directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the


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Board of Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors as a stated salary as director. No such reimbursement
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees
may be allowed like reimbursement for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

      Section 4.1 Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-laws to be given to any director,
member of a committee or Stockholder, such notice may be given by mail,
addressed to such director, member of a committee or Stockholder, at his or her
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may also be given
personally or by facsimile transmission, telegram, telex or cable, and notice
shall be deemed given at the time such notice is transmitted.

      Section 4.2 Waivers of Notices. Whenever any notice is requited by law,
the Certificate of Incorporation or these By-laws to be given to any director,
committee member or Stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                                    ARTICLE V

                                    OFFICERS

      Section 5.1 General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
Additionally, the Board of Directors, in its discretion may choose a Chairman of
the Board of Directors (who must be a director), a Vice-Chairman of the Board of
Directors (who must be a director), a Chief Executive Officer, an Executive Vice
President and one (1) or more Vice Presidents, Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers as the Board
of Directors may from time to time designate. Any number of offices may be held
by the same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these By-laws. The officers of the Corporation need not be
Stockholders of the Corporation or, except in the case of the Chairman of the
Board of Directors, directors of the Corporation.

      Section 5.2 Election and Resignation. The Board of Directors at its first
meeting held after each annual meeting of Stockholders shall elect the officers
of the Corporation, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as described in these By-laws and
as shall be determined from time to time by the Board of Directors; and all
officers of the Corporation shall hold office until their successors are chosen
and qualified or until their earlier resignation or removal.


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      Section 5.3 Vacancies. Whenever any vacancies shall occur in any office by
death, resignation, removal, increase in number of officers of the Corporation,
or otherwise, the same shall be filled by the Board of Directors, and the
officer so elected shall hold office until such officer's successor is chosen
and qualified.

      Section 5.4 Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors. Such removal may be
with or without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

      Section 5.5 Chairman of the Board of Directors. The Chairman of the Board
of Directors shall preside, if present, at all meetings of the Board of
Directors and shall perform such additional functions and duties as the Board of
Directors may prescribe from time to time. The Chairman of the Board of
Directors may sign certificates for shares of the Corporation.

      Section 5.6 Chief Executive Officer. The Chief Executive Officer, who may
be the Chairman or Vice Chairman of the Board of Directors and/or the President,
shall have general and active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The Chief Executive Officer may sign deeds, mortgages, bonds,
contracts or other instruments, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed and executed. The Chief Executive Officer shall
also perform such other duties and may exercise such other powers as may be
assigned by these By-laws or prescribed by the Board of Directors from time to
time.

      Section 5.7 President. The President shall, subject to the control of the
Board of Directors and the Chief Executive Officer, in general, supervise and
control all of the business and affairs of the Corporation. In the absence of
the Chairman of the Board of Directors, or if there is none, the President shall
preside at all meetings of the Stockholders and, if the President is a director,
of the Board of Directors. The President may sign certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts or other instruments, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed and executed.
The President shall also perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.

      Section 5.8 Vice President. Any Vice President, in the order of seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. The Vice Presidents shall also perform the usual and customary duties
that pertain to such office and generally assist the President by executing
contracts and agreements and exercising such other powers and performing such
other duties as are delegated to them by the President and as the Board of
Directors may further prescribe. In addition to exercising such powers and
performing such duties as are conferred upon the Vice President(s) by the
Certificate of Incorporation, these By-


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laws or applicable statutes, any Executive Vice President(s) or Senior Vice
President(s) shall have such further power and perform such other duties as may
be prescribed by the Board of Directors from time to time.

      Section 5.9 Secretary. The Secretary shall attend, to the extent possible,
all meetings of the Board of Directors and all meetings of Stockholders and
record all the proceedings thereat in a book or books to be kept for that
purpose. 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
President, under whose supervision he or she shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
Stockholders and special meetings of the Board of Directors, and if there is no
Assistant Secretary, then the Board of Directors may choose another officer to
cause such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary shall have authority to affix the same to any
instrument requiring it, and when so affixed, it may be attested by the
signature of the 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 by his or her signature. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are property kept or filed, as the case may be. The
duties of the Secretary may be performed by any Assistant Secretary.

      Section 5.10 Treasurer. The Treasurer shall have custody of the funds of
the Corporation as may be entrusted to his or her keeping and account for the
same. The Treasurer shall be prepared at all times to give information as to the
condition of the Corporation and shall make an annual report of the entire
business and financial condition of the Corporation. The Treasurer shall also
perform, under the direction and subject to the control of the Board of
Directors, such other duties as may be assigned to him or her. The duties of the
Treasurer may also be performed by any Assistant Treasurer.

      Section 5.11 Assistant Vice Presidents. The Assistant Vice President(s)
shall generally assist the President and Vice President(s) and exercise such
other powers and perform such other duties as may be prescribed by the Board of
Directors from time to time.

      Section 5.12 Assistant Secretaries. Except as may be otherwise provided in
these By-laws, any Assistant Secretary shall perform such duties and have such
powers as from time to time may be assigned to him or her by the Board of
Directors, the President or the Secretary and, in the absence of the Secretary,
or in the event of his or her disability or refusal to act, shall perform the
duties of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary.

      Section 5.13 Assistant Treasurer. Except as may be otherwise provided in
these By-laws, any Assistant Treasurer shall perform such duties and have such
powers as from time to time may be assigned to him or her by the Board of
Directors, the President or the Treasurer, if there is one, and, in the absence
of the Treasurer or in the event of his or her disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer.


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      Section 5.14 Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

      Section 5.15 Delegation of Authority. In the case of any absence of any
officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate some or all of the
powers or duties of such officer to any other officer or to any director,
employee, stockholder or agent for whatever period of time seems desirable.

      Section 5.16 Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name and
on behalf of the Corporation by the Chief Executive Officer, President or any
Vice President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.

                                   ARTICLE VI

                                  MISCELLANEOUS

      Section 6.1 Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by the Treasurer or Assistant Treasurer or by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.

      Section 6.2 Fiscal Year. The fiscal year of the Corporation shall be as
determined from time to time by resolution of the Board of Directors.

      Section 6.3 Interested Directors. No contract or transaction between the
Corporation and one (1) or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one (1) 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
authorized the contract or transaction, or solely because the director's or
officer's votes are counted for such purpose, if: (1) the material facts as to
the director's or officer's


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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 (2) the material facts as to
the director's or officer's 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 (3) 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. 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 which authorizes the
contract or transaction. Any director of the Corporation may vote upon any
contract or other transaction between the Corporation and any subsidiary or
affiliated corporation without regard to the fact that such director is also a
director of such fiduciary or affiliated corporation.

      Section 6.4 Amendments. These By-laws may be altered, amended or repealed,
in whole or in part, or new By-laws may be adopted, by the Stockholders or by
the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-laws be contained in the notice of such
meeting of Stockholders or Board of Directors, as the case may be. All such
alterations, amendments, repeals or adoptions must be approved by either the
holders of a majority of the outstanding Capital Stock entitled to vote thereon
or by a majority of the Board of Directors then in office.


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