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                                                    Exhibit 3(ii)

                             BYLAWS
                               OF
                   FIGGIE INTERNATIONAL INC.

                           ARTICLE I

                          STOCKHOLDERS

 SECTION 1. Meetings of Stockholders.

          (a) Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held at such date and time as shall be determined by the
Board of Directors. Upon due notice, there may also be considered and acted upon
at an annual meeting any matter which could properly be considered and acted
upon at a special meeting.

          (b) Special Meetings. Special meetings of the stockholders of the
Corporation maybe held on any business day when called at any time by the Board
of Directors or by acommittee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors, include the power to call such
meetings, but special meetings may not be called by any other person or persons.

          (c) Place of Meetings. Any meetings of the stockholders may be held at
such place within or without the State of Delaware as may be designated in the
notice of said meeting.

          (d) Notice of Meeting and Waiver of Notice.

                  (1) Notice. Written notice of the place, date and hour of
          every meeting of the stockholders, whether annual or special, shall
          be given to each stockholder of record entitled to vote at the meeting
          not less than 10 nor more than 60 days before the date of the meeting.
          Every notice of a special meeting shall state the purpose or purposes
          thereof. Such notice shall be given by mail to each stockholder
          entitled thereto, and shall be directed to the stockholder at his
          address as it appears on the records of the Corporation. Notice shall
          be deemed to have been given on the day on which it was deposited in
          the mail.

                  (2) Record Holder of Shares. The Corporation shall be entitled
          to recognize the exclusive right of a person registered on its books
          as the ownerof shares 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, and shall not be bound to recognize
          any equitable or other claims to 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 the
          laws of Delaware.

                  (3) Waiver. Whenever any written notice is required to be
          given under the provisions of the Certificate of Incorporation, these
          Bylaws, or by statute, a waiver thereof in writing, signed by the
          person or persons entitled to such notice, whether before or after the
          time stated therein, shall be deemed equivalent to the giving of
          such notice. Neither the business to be transacted at nor the purpose
          of any meeting of the stockholders need be specified in any
          written waiver of notice of such meeting.

                  Attendance of a person, either in person or by proxy, at any
          meeting, shall constitute a waiver of notice of such meeting, except
          where a person attends a meeting for the express purpose of objecting
          to the transaction of any business because the meeting was not
          lawfully called or convened.
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          (e) Quorum, Manner of Acting and Adjournment. The holders of record of
shares entitled to cast a majority of the votes entitled to be cast by the
holders of all shares of the capital stock issued and outstanding (not including
treasury stock) and entitled to vote, thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation, or by these Bylaws. Whether or not a quorum is
present, the holders of shares entitled to cast a majority of the votes
entitled to be cast by the holders present in person or represented by
proxy at the meeting shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At any such adjourned meeting, at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. When a quorum is present
at any meeting, the vote of a majority of the votes entitled to be cast by
the holders of all issued and outstanding shares present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the applicable
statute or 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 such question. Except upon those questions governed by the aforesaid
express provisions, the stockholders present in person or by proxy at a duly
organized meeting can continue to do business until adjournment, notwithstanding
withdrawal of enough stockholders to leave less than a quorum.

          (f) Organization of Meetings.

                  (1) Presiding Officer. Any "executive officer" of the
          Corporation, as that term is defined in section 3(g) of Article III of
          these Bylaws, may call all  meetings of the stockholders to order and
          shall act as Chairman thereof.

                  (2) Minutes. The Secretary of the Corporation, or, in his
          absence or by his designation, an Assistant Secretary, or, in the
          absence of both, a person appointed by the Chairman of the meeting,
          shall act as Secretary of the meeting and shall make and keep a
          record of the proceedings thereat.

                  (3) Stockholders' List. The officer who has charge of the
          stock ledger of the Corporation shall prepare and make, at least 10
          days before every meeting of stockholders, a complete list of the
          stockholders entitled to vote at the meeting. The list shall be
          arranged in alphabetical order showing the address of each
          stockholder and the number of shares registered in the name of each
          stockholder. Such list shall be open to the examination of any
          stockholder for any purpose germane to the meeting, during ordinary
          business hours, for a period of at least 10 days prior to the meeting
          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.
          The list shall also be produced and kept at the time and place of the
          meeting during the whole time thereof, and may be inspected by any
          stockholder who is present.

          (g) Voting. Except as otherwise provided by statute or the Certificate
of Incorporation, every stockholder entitled to vote shall be entitled to cast
the vote per share to which stock share is entitled, in person or by proxy, on
each proposal submitted to the meeting for each share held of record by him on
the record date for the determination of the stockholders entitled to vote at
the meeting. At any meeting at which a quorum is present, all questions and
business which may come before the meeting shall be determined by a majority
of votes cast, except when a greater proportion is required by law, the
Certificate of Incorporation, or these Bylaws.<PAGE>
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          (h) Proxies. A person who is entitled to attend a stockholders'
meeting, to vote thereat, and execute consents, waivers and releases, may be
represented at such meeting or vote thereat, and execute consents, waivers and
releases, and exercise any of his rights by proxy or proxies appointed by a
writing signed by such person, or by his duly authorized attorney, as provided
by the laws of the State of Delaware.

          SECTION 2. Consent of Stockholders in Lieu of Meeting.

          Any action required to be taken at any annual or special meeting of
stockholdersof the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, 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 all the holders of outstanding stock
entitled to vote thereon, except as the Certificate of Incorporation may
otherwise provide.

          SECTION 3. Determination of Stockholders of Record.

          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, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 or less than 10 days before the date of such meeting, or
more than 60 days prior to any other action.

          If no record date is fixed:

                  (1) 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.

                  (2) The record date for determining stockholders entitled to
          express consent to corporate action in writing without a meeting, when
          no prior action by the Board of Directors is necessary, shall be the
          day on which the first written consent is expressed.

                  (3) The record date for determining stockholders for any other
          purpose shall be at the close of business on the day on which the
          Board of Directors adopts the resolution relating thereto.

          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.


                              ARTICLE II

                               DIRECTORS

          SECTION 1. General Powers.

          The business, power, and authority of this Corporation shall be
exercised, conducted, and controlled by the Board of Directors, except where the
law, the Certificate of Incorporation, or these Bylaws require action to be
authorized or taken by the stockholders.
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         SECTION 2. Number, Classification, and Election of Directors.

          (a) Number. The Board of Directors shall consist of not less than 5
nor more than 11 members.  At any annual meeting, the stockholders by a vote of
a majority of the votes entitled to be cast by the holders of all issued and
outstanding shares, may increase or decrease the number of the members of the
Board of Directors within the above limitation of 5 to 11 members, and may
increase or decrease the number of directors of the class whose term shall
expire in that year, provided that such class shall continue to consist of,
as nearly as may be, one-third (1/3) of the whole number of the Board of
Directors. If the Board of Directors determines prior to any annual meeting
that an increase in the number of directors of the class whose term shall
expire in that year would cause such class not to consist of, as nearly as may
be, one-third (1/3) of the whole number of the Board of Directors, then the
stockholders, by the vote specified in this Section 2(a), may increase by one
(1) the number of directors of one (1) of the other classes, provided that such
class shall continue to consist of, as nearly as may be, one-third (1/3) of the
whole number of the  Board of Directors. In addition, the Board of Directors
may increase or decrease the number of the members of the Board of Directors
within the above limitation of 5 to 11 members, and may increase or decrease
the number of directors of any class, provided that such class shall continue
to consist of, as nearly as may be, one-third (1/3) of the whole number of the
Board of Directors. No reduction in the number of directors shall itself have
the effectof shortening the term of any incumbent director.

          (b) Classification. The directors shall be classified in respect of
the time for which they shall hold office by dividing them into three classes,
each class consisting, as nearly as may be, of one-third (1/3) of the whole
number of the Board of Directors.

          (c) Election. The directors of the appropriate class shall be elected
at the annual meeting of stockholders, or if not so elected, at a special
meeting of stockholders called for that purpose. At any meeting of stockholders
at which directors are to be elected, only persons nominated as candidates shall
be eligible for election, and the candidates receiving the greatest number of
votes entitled to be cast by the holders of all issued and outstanding shares
shall be elected.

          Directors of the Corporation need not be residents of Delaware or
stockholders. No person shall be appointed or elected a director of the
Corporation unless:

                  (1) such person is elected to fill a vacancy in the Board of
          Directors pursuant to section 3(d) of this Article II;

                  (2) such person is nominated for election as a director of the
          Corporation by the Board of Directors or a committee thereof; or

                  (3) in the case of a nomination to be made by a stockholder of
          the Corporation at an annual or special meeting of the stockholders,
          except in the case a nomination for which proxies are being solicited
          under applicable regulations of the Securities and Exchange Commission
          or a nomination permitted by the affirmative vote of two-thirds (2/3)
          of the "whole board," but only if a majority of the members of the
          Board of Directors acting upon the matter are "continuing directors"
          (as these terms are defined in section (a) of Article Sixth of the
          Certificate of Incorporation), written notice of a stockholder's
          intent to make a nomination at a meeting of stockholders is filed with
          the Secretary of the Corporation not later than 10 days after the
          Notice to Stockholders for that meeting is sent to stockholders, or at
          least 21 days prior to the date fixed for holding the meeting at which
          the nomination is intended to  be made, whichever is later. Such
          notice of intent to nominate must contain or be accompanied by the
          following information, which shall be accurate and current as of the
          date of such notice, or as of a date no earlier than 60 days prior to
          the meeting at which the nomination is intended to be made, whichever
          is later:

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                  (A) the name and residence of the stockholder of the
                  Corporation who intends to make the nomination:

                  (B) a representation that the stockholder is a holder of
                  record of the voting shares of the Corporation and intends to
                  appear in person or by proxy at the meeting to nominate the
                  person or persons specified in the notice;

                  (C) such information regarding each nominee as would have been
                  required to be included in a proxy statement filed pursuant to
                  the Securities and Exchange Commission's proxy rules had the
                  Board of Directors of the Corporation nominated or intended to
                  nominate each nominee;

                  (D) a description of all arrangements or understandings among
                  the nominating stockholder and each nominee and any other
                  person or persons (naming such person or persons) pursuant to
                  which the nomination or nominations are to be made by the
                  stockholder; and

                  (E) the consent of each nominee to serve as a director of the
                  Corporation if so elected.

          SECTION 3. Term of Office of Directors.

          (a) Term. The term of office of each class of directors shall be three
years (so that the term of one class of directors shall expire each year), and
the directors shall hold office for the respective terms to which elected until
their respective successors are elected and qualified, subject only to prior
resignation, death or removal by the directors as provided by law, and subject
to the provisions of the Certificate of Incorporation.

          (b) Removal. Other than as herein stated, no director may be removed
from office except for cause. With prior notice thereof, all the directors, or
all the directors of a particular class, or any individual director may be
removed for cause by a vote of a majority of the votes entitled to be cast by
the holders of all issued and outstanding shares at any meeting of stockholders
properly called for that purpose.

          (c) Resignation. Any director of the Corporation may resign at any
time by giving written notice to the Chairman of the Board of Directors or to
the President or the Secretary of the Corporation. A resignation from the Board
of Directors shall be deemed to take effect immediately or at such other time as
the director may specify.

          (d) Vacancy. If there shall be any vacancy in the Board of Directors
for any reason, including but not limited to death, resignation, or as provided
by law, the Certificate of Incorporation, or these Bylaws (including any
increase in the authorized number of directors), the remaining directors shall
constitute the Board of Directors until such vacancy is filled. The remaining
directors may fill any vacancy in the Board for the unexpired term.

          SECTION 4. Meetings of Directors.

          (a) Meetings. Meetings of the Board of Directors may be held at any
time upon call by the Chairman of the Board, or by the President, or by any Vice
President, or by any two directors. Unless otherwise indicated in the notice
thereof, any business may be transacted at any such meeting.

          (b) Place of Meeting. Any meeting of directors may be held at such
place within or without the State of Delaware as may be designated in the notice
 of said meetings.

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          (c) Notice of Meeting and Waiver of Notice. Notice of the time and
place of any meeting of the Board of Directors and the waiver thereof shall be
governed by such rules as the Board of Directors may prescribe.

          SECTION 5. Quorum and Voting.

          At any meeting of directors, not less than one-half (1/2) of the
directors then in office (or, in the event that the directors than in office are
an uneven number, the nearest full number of directors less than one-half (1/2)
of such number) is necessary to constitute a quorum for such meeting, except
that any meeting duly called, whether a quorum is present or otherwise, may, by
vote of a majority of the directors present, be adjourned from time to time.
At any meeting at which a quorum is present, all acts, questions and business
which may come before the meeting shall be determined by a majority of votes
cast by the directors present at such meeting, unless the vote of a greater
number is required by the Certificate of Incorporation or Bylaws.

          SECTION 6. Action of Board of Directors Without a Meeting.

          Any action which may be authorized or taken at a meeting of the Board
of Directors may be authorized or taken without a meeting if approved and
authorized by a writing or writings, signed by all the directors, which are
filed with the minutes of proceedings of the Board.

          SECTION 7. Compensation.

          The Board of Directors is authorized to fix a reasonable salary for
directors or a reasonable fee for attendance at any meeting of the Board, the
Executive and Finance Committee, or other committees appointed by the Board of
Directors, or any combination of salary and attendance fee. In addition,
directors may be reimbursed for any expenses incurred by them in traveling to
and from such meetings.

          SECTION 8. Committees.

          (a) Appointment. The Board of Directors may from time to time, by
resolution adopted by a majority of the whole Board, appoint one or more of its
members to act as a committee or committees. Each such committee and each member
thereof shall serve at the pleasure of the Board. Vacancies occurring in any
such committee may be filed by the Board of Directors.

          (b) Executive and Finance Committee. In particular, the Board of
Directors may create from its membership an Executive and Finance Committee, the
members of which shall hold office during the pleasure of the Board of Directors
and may be removed at any time, with or without cause, by action thereof. During
the intervals between meetings of the Board of Directors, the Executive and
Finance Committee shall possess and may exercise all of the powers of the Board
of Directors in the management and control of the business of the Corporation to
the extent permitted by law. All action taken by the Executive and Finance
Committee shall be reported to the Board of Directors.

          (c) Committee Action. Unless otherwise provided by the Board of
Directors, a majority of the members of any committee appointed by the Board of
Directors pursuant to this section shall constitute a quorum at any meeting
thereof and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of such committee. Action may also be taken
by any such committee without a meeting by a writing or writings, signed by all
its members, which is filed with the minutes of proceedings of the committee.
Any such committee shall appoint one of its own number as Chairman who shall
preside at all meetings and may appoint a Secretary (who need not be a member
of the committee) who shall hold office during the pleasure of such committee.
Meetings of any such committee may be held without notice of the time, place or
purpose thereof and may be held at such times and places within or without the
State of
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Delaware, as the committee may from time to time determine, at the call of the
Chairman or any two members thereof. Any such committee may prescribe such other
rules as it shall determine for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of Directors.

          SECTION 9. Conference Telephone Meetings.

          One or more directors may participate in a meeting of the Board, or of
a committee of the Board, by means of conference telephone or similar
communications equipment enabling all persons participating in the meeting to
hear each other. Participants in a meeting pursuant to this section shall
constitute presence in person at such meeting.


                              ARTICLE III

                               OFFICERS

          SECTION 1. General Provisions

          The Board of Directors at such time as it determines may elect such
executive officers, as defined in section 3(g), as the Board deems necessary.
The Chairman of the Board shall be, but the other executive officers may, but
need not, be chosen from the members of the Board. Any two or more executive
offices may be held by the same person.  Other officers may be appointed in the
manner provided for in these Bylaws. The election or appointment of an officer
for a given term, or a general provision in the Certificate of Incorporation
or in the Bylaws with respect to term of office, shall not be deemed to create
any contract rights.

          SECTION 2. Term of Office, Removal, and Vacancies.

          (a) Term. Each executive officer of the Corporation shall hold office
during the pleasure of the Board of Directors and until his successor is elected
and qualified, unless he sooner dies or resigns or is removed by the Board of
Directors or the Chairman.

          (b) Removal. The Board of Directors by a majority vote of the members
present at a meeting at which a quorum is present or the Chairman acting alone
may remove any executive officer at any time, with or without cause.

          (c) Vacancies. Any vacancy in any executive office may be filled by
the Board of Directors or by the Chairman.

          SECTION 3. Powers and Duties.

          (a) In general. All officers, as between themselves and the
Corporation, shall respectively have such authority and perform such duties as
are customarily incident to their respective offices, and as may be specified
from time to time by the Board of Directors, regardless of whether such
authority and duties are customarily incident to such office. In the absence
of any officer of the Corporation, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may delegate from
time to time the powers or duties of such officer, or any of them, to any other
officer or to any Director.

          (b) Chairman of the Board. The Chairman of the Board shall, subject to
the provisions of these Bylaws, preside at all meetings of the stockholders and
of the Board of Directors. The Chairman of the Board shall have general
supervision over the Corporation's property, business, and affairs, and perform
all the duties usually incident to such office, subject to the direction of the
Board of Directors. He may execute all authorized deeds, mortgages, bonds,
contracts, and other obligations in the name of the Corporation and shall have
such other powers and duties as may be prescribed by the Board of Directors.
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          (c) President. In the absence of the Chairman of the Board, and
subject to the provisions of these Bylaws, the President shall preside at all
meetings of the stockholders. The President shall be the chief operating officer
of the Corporation and perform all the duties usually incident to such office,
subject to the direction of the Board of Directors. In case of the absence or
disability of the Chairman of the Board, or when circumstances prevent the
Chairman of the Board from acting, the President shall perform the duties of
the Chairman of the Board, and in such case, may execute all authorized deeds,
mortgages, bonds, contracts and other obligations, in the name of the
Corporation.

          (d) Vice Presidents. The Vice Presidents shall have such powers,
duties and titles as may be prescribed by the Board of Directors or as may be
delegated by the Chairman of the Board of by the President.

          (e) Secretary. The Secretary shall keep the minutes of all meetings of
the stockholders and the Board of Directors. He shall keep such books as may be
required by the Board of Directors, shall have charge of the scal, if any, of
the Corporation and shall be permitted, subject to the provisions of these
Bylaws, to give notices of stockholders' and directors' meetings required by law
or by these Bylaws, or otherwise, and have such other powers and duties as may
be prescribed by the Board of Directors or the Chairman of the Board.

          (f) Treasurer. The Treasurer shall receive and have charge of all
money, bills, notes, bonds, stock in other corporations and similar property
belonging to the Corporation, and shall do with the same as shall be ordered by
the Board of Directors. He shall keep accurate financial accounts, and hold the
same open for inspection and examination by the directors. On the expiration of
his term of office, he shall turn over to his successors, or to the Board of
Directors, all property, books, papers, and money of the Corporation in his
hands, and shall possess such other powers and duties as may be prescribed by
the Board of Directors or the Chairman of the Board.

          (g) Executive Officers. The officers referred to in subparagraphs (b),
(c), (d),(e), and (f) of this section and such other officers as the Board of
Directors may be resolution identify shall be executive officers of the
Corporation and may be referred to as such.

          (h) Other Officers. The Assistant Secretaries, Assistant Treasurers,
if any, and any other subordinated officers shall be appointed and removed by
the executive officer at whose pleasure each shall serve and shall have such
powers and duties as such executive officer may prescribe.

          SECTION 4. Compensation.

          The Board of Directors is authorized to determine or to provide the
method of determining the compensation of all officers.


                              ARTICLE IV

                    SECURITIES HELD BY CORPORATION

          SECTION 1. Transfer of Securities Owned by the Corporation.

          All endorsements, assignments, transfers, share powers, or other
instruments of transfer of securities standing in the name of the Corporation
shall be executed for an in the name of the Corporation by the Chairman of the
Board, or by the President, or by any Vice President, or by the Secretary or
Treasurer or by any additional person or persons as may be thereunto authorized
by the Board of Directors.

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          SECTION 2. Voting Securities Held by the Corporation.

          The Chairman of the Board, or the President, or any Vice President, or
the Secretary or Treasurer, in person or by another person thereunto authorized
by the Board of Directors, in person or by proxy or proxies appointed by him,
shall have full power and authority on behalf of the Corporation to vote, act
and execute consents, waivers and releases with respect to any securities issued
by other corporations which the Corporation may own.


                               ARTICLE V

                          SHARE CERTIFICATES

          SECTION 1. Transfer and Registration of Certificates.

          The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Certificate or these Bylaws, as it
deems expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby.

          SECTION 2. Certificates for Shares.

          Each holder of shares is entitled to one or more certificates for
shares of the Corporation in such form not inconsistent with law and the
Certificate of Incorporation as shall be approved by the Board of Directors.
Each such certificate shall be signed by the Chairman of the Board or the
President or any Vice President, and by the Secretary, an Assistant Secretary,
the Treasurer, or an Assistant Treasurer of the Corporation, which certificate
shall certify the number and class of shares held by each stockholder in the
Corporation, but no certificates for shares shall be executed or delivered
until such shares are fully paid. Any of or all the signatures upon such
certificate may be a facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if he were such officer, transfer agent or registrar at
the date of its issue.

          SECTION 3. Transfer Agents, Registrars and Dividend Disbursing Agents.

          The Board of Directors may from time to time by resolution appoint one
or more incorporated transfer agents and registrars (which may or may not be the
same corporation) for the shares of the Corporation, and the Board of Directors
from time to time by resolutions may appoint a dividend disbursing agent to
disburse any and all dividends authorized by the Board of Directors payable upon
the shares of the Corporation.

          SECTION 4. Transfers.

          Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
No transfer shall be made which would be inconsistent with the provisions of
Article 8, Title 6 of the Delaware Uniform Commercial Code--Investment
Securities.

          SECTION 5. Lost, Stolen or Destroyed Certificates.

          The Corporation may issue a new certificate for shares in place of any
certificate or certificates heretofore issued by the Corporation alleged to have
been lost, stolen or destroyed and upon the making of an affidavit of that fact
by the person claiming the certificate of stock to have been lost, stolen or
destroyed. When authorizing such issue of a new certificate
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or certificates, 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 certificates, or his legal representatives,
to attest the same in such manner as it shall require and to give the
Corporation a bond in such sum and containing such terms as the Board may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate or certificates alleged to have been lost, stolen,
or destroyed.

          SECTION 6. Protection of Corporation.

          The Corporation may treat a fiduciary as having capacity and authority
to exercise all rights of ownership in respect to shares of record in the name
of the decedent holder, person, firm or corporation in conservation,
receivership or bankruptcy, minor, incompetent person, or person under
disability, as the case may be, for whom he is acting, or a fiduciary acting
as such, and the Corporation, its transfer agent and registrar, upon
presentation of evidence of appointment of such fiduciary shall be under no
duty to inquire as to the powers of such fiduciary and shall not be liable to
any firm, person, or corporation for loss caused by any act done or omitted
to be done by the Corporation or its transfer agent or registrar is reliance
thereon.


                              ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS,
                 AND OTHER AUTHORIZED REPRESENTATIVES

          SECTION 1. Indemnification of Authorized Representative in Third Party
Proceedings.

          The Corporation shall indemnify any person who was or is an
"authorized representative" of the Corporation (which shall mean for purposes of
this Article a director or officer of the Corporation, or a person serving at
the request of the Corporation as a director, officer, or trustee, of another
corporation, partnership, joint venture, trust or other enterprise) and who was
or is a "party" (which shall include for purposes of this Article the giving
of testimony or similar involvement) or is threatened to be made a party to
any "third party proceeding" (which shall mean for purposes of this Article
the giving of testimony or similar involvement) or is threatened to be made a
party to any "third party proceeding" (which shall mean for purposes of this
Article 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
was or is an authorized representative of the Corporation, against expenses
(which shall include for purposes of this Article attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such third party proceeding 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 third party proceedings (which could or does lead to a criminal
third party proceeding) had no reasonable cause to believe such conduct was
unlawful. The termination of any third party proceeding by judgment, order,
settlement, indictment, conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the authorized
representative did not act in good faith and in a manner which such person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal third party proceeding, had
reasonable cause to believe that such conduct was unlawful.

          SECTION 2. Indemnification of Authorized Representatives in Corporate
Proceedings.

          The Corporation shall indemnify any person who was or is an authorized
representative of the Corporation and who was or is a party or is threatened to
be made a party to any "corporate proceeding" (which shall
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mean for purposes of this Article any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor or
investigative proceeding by the Corporation) by reason of the fact that such
person was or is an authorized representative of the Corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such corporate action if such person acted in good
faith and in a manner reasonably believed to be in, or not opposed to , the best
interests of the Corporation, except that no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such corporate proceeding was
pending shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such authorized
representative is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

          SECTION 3. Mandatory Indemnification of Authorized Representatives.

          To the extent that an authorized representative of the Corporation has
been successful on the merits or otherwise in defense of any third party or
corporate proceedings or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses actually and reasonably incurred by
such person in connection therewith.

          SECTION 4. Determination of Entitlement to Indemnification.

          Any indemnification under section 1, 2, or 3 of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the authorized
representative is proper in the circumstances because such person has either met
the applicable standard of conduct set forth in section 1 or 2 or has been
successful on the merits or otherwise act forth in section 3 and that the
amount requested has been actually and reasonably incurred. Such determination
shall be made:

                  (1) by the Board of Directors by a majority of a quorum
          consisting of directors who were not parties to such third party or
          corporate  proceedings; or

                  (2) If such a quorum is not obtainable, or, even if obtainable
          a majority vote of such a quorum so directs, by independent legal
          counsel in  a written opinion; or

                  (3) by the stockholders.

          SECTION 5. Advancing Expenses.

          Expenses actually and reasonably incurred in defending a third party
or corporate proceeding shall be paid on behalf of an authorized representative
by the Corporation in advance of the final disposition of such third party or
corporate proceedings upon receipt of an undertaking by or on behalf of the
authorized representative to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article.

          SECTION 6. Employee Benefit Plans.

          For purposes of this Article, the Corporation shall be deemed to have
requested an authorized representative to serve an employee benefit plan where
the performance by such person of duties to the Corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants
or beneficiaries of the plan; excise taxes assessed on an authorized
representative with respect to an employee benefit plan pursuant to applicable
law shall be deemed "fines"; and action taken or
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omitted by such person with respect to an employee benefit plan in the
performance of duties for a purpose reasonably believed to be in the interest of
the participant and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interest of the Corporation.

          SECTION 7. Scope of Article.

          The indemnification of and advancement of expenses to authorized
representatives, as authorized by this Article, shall (1) not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
stockholders or disinterested directors or otherwise both as to action in an
official capacity and as to action in other capacities, (2) continued
as to a person who has ceased to be an authorized representative, and (3) inure
to the benefit of the heirs, executors, and administrators of such person.

          SECTION 8. Reliance on Provisions.

          Each person who shall act as an authorized representative of the
Corporation shall be deemed to be doing so in reliance upon rights of
indemnification provided by this Article.


                              ARTICLE VII

                              FISCAL YEAR

          The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors and shall remain as fixed until changed by resolution of the
Board from time to time.


                             ARTICLE VIII

             CONSISTENCY WITH CERTIFICATE OF INCORPORATION

          If any provision of these Bylaws shall be inconsistent with the
Corporation's Certificate of Incorporation (and as they may be amended from time
to time), the Certificate of Incorporation (as so amended at the time) shall
govern.


                              ARTICLE IX

                              AMENDMENTS

          Except as otherwise provided in the Certificate of Incorporation,
these Bylaws may be altered, amended, or repealed or new bylaws may be adopted
by the stockholders or by the Board of Directors at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting.