EXHIBIT 3.2

                                     BYLAWS

                                    ARTICLE I
                                     OFFICES
                                     -------

     Section  1.     The  registered  office shall be in the City of Wilmington,
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County  of  New  Castle,  State  of  Delaware.

     Section  2.     The  corporation may also have offices at such other places
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both within and without the State of Delaware as the Board of Directors business
of  the  corporation  may  require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS
                            ------------------------

     Section  1.     All  meetings  of  the  shareholders  for  the  election of
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directors  shall be held in the City of Brownsville, State of Tennessee, at such
place  as  may  be fixed from time to time by the Board of Directors, or at such
other  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.  Meetings of shareholders for any other purpose may be held at
such  time and place, 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.     Annual  meetings  of shareholders, commencing with the year
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1984,  shall be held on the fourth Thursday in April if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such  other  date and time as shall be designated from time to time by the Board
of  Directors and stated in the notice of the meeting, at which they shall elect
by  a  majority  vote  directors  in  accordance  with  the  Certificate  of
Incorporation,  and  transact  such  other  business  as may properly be brought
before  the  meeting.

     Section 3.     Written notice of the annual meeting stating the place, date
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and hour of the meeting shall be given each shareholder entitled to vote at such
meeting  not  less than 10 nor more than 60 days before the date of the meeting:

     Section  4.     The  officer  who  has  charge  of  the stock ledger of the
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corporation  shall  prepare  and  make, at least 10 days before every meeting of
shareholders  a  complete  list  of  the  shareholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order  and  showing  the  address  of each
shareholder and the number of shares registered in the name of each shareholder.
Such  list  shall be open to the examination of any shareholder, 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 shareholder who is
present.


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                                   ARTICLE III
                        SPECIAL MEETINGS OF STOCKHOLDERS
                        --------------------------------

     Section 1.     Special meetings of stockholders for any purpose may be held
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at  such  time  and  place  within  or without the State of Delaware as shall be
stated  in  the  notice  of the meeting or in the duly executed waiver of notice
thereof.

     Section  2.
     -----------     -----------------------------------------------------------
            prescribed  by  statute  or  by  the  Certificate  of incorporation,
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may  be called by the Chairman of the Board or the President and shall be called
by  the  President  or  Secretary at the request in writing of a majority of the
Board  of  Directors.  Such  request  shall state the purpose or purposes of the
proposed  meeting.

     Section  3.     Written notice of a special meeting stating the place, date
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and  hour  of  the  meeting and the purpose or purposes for which the meeting is
called,  shall  be delivered given not less than 10 nor more than 60 days before
the  date  of the meeting, to each shareholder entitled to vote at such meeting.

     Section  4.     The  business  transacted  at  any  special  meeting  of
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stockholders  shall  be  limited  to  the  purposes  stated  in  the  notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK
                           --------------------------

     Section  1.     The holders of record of a majority of the stock issued and
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outstanding  and  entitled  to vote thereat, present in person or represented by
proxy,  shall  constitute  a  quorum at all meetings of the shareholders for the
transaction  of  business  except  as  otherwise  provided  by statute or by the
Certificate  of Incorporation.  If, however, such quorum shall not be present or
represented  at  any  meeting  of the shareholders, the shareholders entitled to
vote  thereat,  present  in  person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice (except as provided in the
last sentence of this Section 1) other than announcement at the meeting, until a
quorum  shall  be present or represented.  At 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 noticed.  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  shareholder  of  record  entitled  to  vote at the meeting.

     Section  2.     When  a  quorum  is present at any meeting, the vote of the
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holders  of  a  majority  of the stock having voting power, 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 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 such
question.

     Section  3.     Unless  otherwise  provided  in  the  Certificate  of
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Incorporation  each  shareholder  shall  at every meeting of the shareholders be
entitled  to  one vote in person or by proxy for each share of the capital stock
having  voting power held by such shareholder, but no proxy shall be voted after
three  years  from  its  date,  unless  the  proxy provides for a longer period.


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     Section  4.     Unless  otherwise  provided  in  the  Certificate  of
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Incorporation,  any  action  required  or permitted to be taken at any annual or
special  meeting  of the shareholders 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  entitled to vote thereon 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 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  shareholders  who  have  not  consented  in  writing.

                                    ARTICLE V
                                    DIRECTORS
                                    ---------

     Section  1.     The  number  of  directors which shall constitute the Board
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shall  be determined by a majority of the entire Board of Directors from time to
time  with the limits and as set forth in the Certificate of incorporation.  The
directors  shall be elected at the annual meeting of the shareholders, except as
provided  in  Section  2  of  this Article, and each director elected shall hold
office  until  his  successor  is  elected and qualified.  Directors need not be
shareholders.

     Section 2.     Vacancies and newly created directorships resulting from any
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increase  in  the  authorized number of directors may be filled by a majority of
the  directors  then  in office, though less than a quorum, and the directors so
chosen  shall  hold  office  until  their  successors are duly elected and shall
qualify,  unless  sooner  displaced,  all  as  provided  in  the  Certificate of
Incorporation.  If  there  are  no  directors  in  office,  then  an election of
directors  may  be  held  in  the  manner  provided  by  statute.

     Section 3.     Any director or member of a committee may resign at any time
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by  giving  written  notice to the President or the Secretary.  Such resignation
shall take effect at any time specified therein after written notice thereof has
been  received  by  the  President  or  the  Secretary,  or  if  the time be not
specified,  upon  receipt  thereof by the President or the Secretary and, unless
otherwise  specified  therein,  an  acceptance  of such resignation shall not be
necessary  to  make  it  effective.

     Section  4.     Any director or directors may be removed in accordance with
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the  Certificate  of  Incorporation.

     Section  5.     The  business  of  the  corporation shall be managed by its
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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 try the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the  shareholders.

     Section  6.     Unless  otherwise  restricted  by  the  Certificate  of
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Incorporation  or  these Bylaws, the Board of Directors shall have the authority
to  fix the compensation of directors.  The directors maybe paid their expenses,
if  any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary  as  director.  No  such payment 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 compensation for
attending  committee  meetings.


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                                   ARTICLE VI
                        MEETING OF THE BOARD OF DIRECTORS
                        ---------------------------------

     Section  1.     The  Board  of  Directors  of,  the  corporation  may  hold
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meetings,  both  regular  and  special,  either  within  or without the State of
Delaware.

     Section  2.     The  first  meeting  of  the Board of Directors following a
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meeting  of  shareholders  at  which  directors  were  elected  shall  be  held
immediately following and at the same place as such shareholders' meeting and no
notice  of  such  meeting  shall  be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present.  In
the  event  such  meeting is not held at said time and place, the meeting may be
held  at  such  time  and  place  as  shall  be  specified  in a notice given as
hereinafter  provided  for  special  meetings  of                     directors.
                                                  -------------------

     Section  3.     Regular  meetings  of  the  Board  of Directors may be held
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without  notice  at  such  time  and at such place as shall from time to time be
determined  by  the  board.

     Section  4.     Special meetings of the Board may be called by the Chairman
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of  the  Board,  the  President  or  the  Secretary  on one day's notice to each
director, either personally or by mail or by telegram; special meetings shall be
called  by  any  such  officer  in like manner and on like notice on the written
request  of  three  directors

     Section  5.     At  all  meetings  of the Board a majority of the directors
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shall  constitute  a  quorum  for  the  transaction of business and the act of a
majority  of  the  directors  present  at any meeting at which there is a quorum
shall  be  the  act  of  the  Board  of  Directors,  except  as may be otherwise
specifically  required by statute or by the Certificate of  Incorporation.  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  6.     Unless  otherwise  restricted  by  the  Certificate  of
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Incorporation  or  these Bylaws, 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 members of the Board or committee, as the case may be,
consent  thereto  in  writing,  and  the  writing or writings are filed with the
minutes  of  proceedings  of  the  Board  or  committee.

     Section  7.     Unless  otherwise  restricted  by  the  Certificate  of
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Incorporation  or  these  Bylaws,  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 any committee, by means of conference telephone or
similar  communications equipment by means of which all persons participating in
the  meeting  can  hear  each  other,  and such participation in a meeting shall
constitute  presence  in  person  at  the  meeting.

                                   ARTICLE VII
                             COMMITTEE OF DIRECTORS
                             ----------------------

     Section  1.     The  Board  of  Directors  may,  by  resolution passed by a
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majority of the whole Board, designate one or more committees, each committee to
consist  of  one  or  more  of  the directors of the corporation.  The Board may
designate  one  or  more  directors  as  alternate  members  of  any


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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,
the  member  or members thereof present at any meeting and not disqualified from
voting,  whether  or not he or they constitute a quorum, may unanimously appoint
another  member  of the Board of Directors to act at the meeting in the place of
an  such  absent  or  disqualified  member.  Any  such  committee, to the extent
provided  in  the  resolution  of  the  Board  of  Directors, 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; but no
such  committee  shall  have the power or authority in reference to amending the
Certificate  of Incorporation, adopting an agreement of merger or consolidation,
recommending  to  the  shareholders  the  sale,  lease  or  exchange  of  all or
substantially  all of the corporation's property and assets, recommending to the
shareholders  a dissolution of the corporation or a revocation of a dissolution,
amending  or  repealing  any resolution of the Board repealable, or amending the
Bylaws  of  the  corporation;  and,  unless the resolution of the Certificate of
Incorporation  expressly  so provides, no such committee shall have the power or
authority  to  declare  a  dividend  or to authorize the issuance of stock. Such
committee  or committees shall have such name or names as may be determined from
time  to  time  by  resolution  adopted  by  the  Board  of  Directors.

     Section  2.     Each  committee  shall keep regular minutes of its meetings
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and  report  the  same  to  the  Board  of  Directors  when  required.

                                  ARTICLE VIII
                                     NOTICES
                                     -------

     Section  1.     Whenever,  under  the  provisions of the statutes or of the
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Certificate  of Incorporation or of these Bylaws, notice is required to be given
to  any  director  or  shareholder,  it  shall not be construed to mean personal
notice,  but  such  notice  may  be given in writing, by mail, addressed to such
director  or  shareholder,  at  his  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.
Notice  to  directors  may also be given by telegram or electronic facsimile, in
which  event  it  shall  be  deemed  to  have  been  given when deposited with a
telegraph  or  electronic  facsimile  office  for  transmission.

     Section  2.     Whenever  any  notice  is  required  to  be given under the
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provisions  of  the  statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said  notice,  whether before or after the time stated therein, shall the deemed
equivalent  thereto.

                                   ARTICLE IX
                                    OFFICERS
                                    --------

     Section 1.     The officers of the corporation shall be chosen by the Board
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of  Directors  and shall be a Chairman of the Board of Directors, a President, a
Vice-President,  a  Secretary  and a Treasurer.  The Board of Directors may also
choose  additional  vice-presidents  (who may have additional designations as to
seniority  or  function),  and  one  or more assistant secretaries and assistant
treasurers.  Any  number  of offices may be held, by the same person, unless the
Certificate  of  Incorporation  or  these  Bylaws  otherwise  provide.


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     Section  2.     The  Board  of  Directors  at  its first meeting after each
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annual  meeting  of  shareholders  shall  choose  a  Chairman  of  the  Board of
Directors,  a  President,  one  or  more  Vice-Presidents,  a  Secretary  and  a
Treasurer.

     Section  3.     The  Board of Directors may appoint such other officers and
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agents  as  it  shall deem necessary who shall hold their offices for such terns
and  shall  exercise  such powers and perform such duties as shall be determined
from  time  to  time  by  the  board.

     Section  4.     The  salaries of all officers and agents of the corporation
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shall  be  fixed  by  the  Board  of  Directors.

     Section  5.     The  officers  of  the  corporation shall hold office until
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their  successors  are  chosen and qualify.  Any officer elected or appointed by
the  Board  of Directors may be removed at any time by the affirmative vote of a
majority  of the Board of Directors.  Any vacancy occurring in any office of the
corporation  shall  be  filled  by  the  Board  of  Directors.

     Section 6.     The Chairman of the Board of Directors.  The Chairman of the
     ----------     --------------------------------------
Board  of  Directors  shall  preside,  when present, at meetings of the Board of
Directors,  and have such other duties as may be assigned to him by the Board of
Directors.

     Section  7.     The  President.  The President shall be the chief executive
     -----------     --------------
officer  of  the corporation, shall preside at all meetings of the shareholders,
shall  in  the absence of the Chairman of the Board of Directors, preside at all
meetings  of the Board of Directors, 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.  He shall be empowered to
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the  corporation,  except  where  required  or  permitted by law to be otherwise
signed  and executed and except where the signing and execution thereof shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the  corporation.

     Section  8.     The  Vice-President.  In the absence of the President or in
     -----------     -------------------
the  event  of  his  inability  or refusal to act, the Vice-President (or in the
event  there  be  more than one vice-president, the vice-presidents in the order
designated  by  the directors, or in the absence of any designation, then in the
order  of their election) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the  president.  The  vice-presidents  shall  perform such other duties and have
such  other  powers  as  the Board of Directors may from time to time prescribe.

     Section  9.     The  Secretary.  The secretary shall attend all meetings of
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the  Board  of Directors and all meetings of the shareholders and record all the
proceedings  of the meetings of the corporation and of the Board of Directors in
a  book  to  be  kept  for  that  purpose  and shall perform like duties for the
standing  committees when required.  He shall give, or cause to be given, notice
of  all  meetings  of  the  shareholders  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  or  any Vice-President, under whose supervision he
shall  be.  He  shall  have  custody  of  the  corporate  seal  (if  any) of the
corporation and he, or an assistant secretary, shall have authority to affix the
same  to  any instrument requiring it and when so affixed, it may be attested by
his  signature  or  by  the signature of such assistant secretary.  The Board of
Directors  may give general authority to any other officer to affix the seal (if
any)  of  the  corporation  and  to  attest  the  affixing  by  his  signature.


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     Section  10.     Assistant  Secretaries.  The  Assistant  Secretary,  or if
     ------------     -----------------------
there be more than one, the assistant secretaries in the order determined by the
Board  of  Directors (or if there be no such determination, then in the order of
their  election),  shall, in the absence of the Secretary or in the event of his
inability  or  refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties, and have such other powers as the
Board  of  Directors  may  from  time  to  time  prescribe.

     Section 11.     The Treasurer.  The Treasurer shall have the custody of the
     -----------     --------------
corporate  funds  and  securities  and  shall keep full and accurate accounts of
receipts  and  disbursements  in  books  belonging  to the corporation and shall
deposit  all  moneys 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.  He  shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render  to the President and the Board of Directors, at its regular meetings, or
when  the  Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.  If required by the
Board of Directors, he shall give the corporation a bond (which shall be renewed
every  six  years)  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 his office and for the restoration to the corporation, in case of his
death,  resignation,  retirement  or  removal from office, of all books, papers,
vouchers,  money  and other property of whatever kind in his possession or under
his  control  belonging  to  the  corporation.

     Section 12.     Assistant Treasurers.  The Assistant Treasurer, or if there
     -----------     ---------------------
shall  be more than one, the assistant treasurers in the order determined by the
Board  of  Directors (or if there be no such determination, then in the order of
their  election),  shall, in the absence of the Treasurer or in the event of his
inability  or  refusal to act, perform the duties and exercise the powers of the
Treasurer  and shall perform such other duties and have such other powers as the
Board  of  Directors  may  from  time  to  time  prescribe.

                                    ARTICLE X
                              CERTIFICATES Of STOCK
                              ---------------------

     Section  1.     Certificates.  Every  holder  of  stock  in the corporation
     -----------     ------------
shall  be  entitled  to  have  a  certificate,  signed by, or in the name of the
corporation  by,  the  President  or  Vice-President  and  the  Treasurer  or an
Assistant  Treasurer,  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation,  certifying  the  number of shares owned by him in the corporation.
If  the  Corporation  is authorized to issue shares of more than one class there
shall  be set forth upon the face or back of the certificate, or the certificate
shall have a statement that the Corporation will furnish to any stockholder upon
request  and  without  charge,  a  summary  statement  of  the  designations,
preferences,  limitations,  and  relative  rights  of  the  shares of each class
authorized  to  be  issued  and,  if  the Corporation is authorized to issue any
preferred  or  special  class  in  series, the variations in relative rights and
preferences  between the shares of each such series so far as the same have been
fixed  and  determined,  or  the  authority of the Board of Directors to fix and
determine  the  relative  rights  and  preferences  of  subsequent  series.

     Section  2.     Facsimile  Signatures.  Any of or all the signatures on the
     -----------     ---------------------
certificate  may  be facsimile. In case any officer, transfer agent or registrar
who  has  signed or whose facsimile signature has been placed upon a certificate
shall  have  ceased  to be such


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officer,  transfer  agent or registrar before such certificate is issued, it may
be  issued  by  the corporation with the same effect as if he were such officer,
transfer  agent  or  registrar  at  the  date  of  issue.

     Section  3.     Lost  Certificates. The Board of Directors may direct a new
     -----------     -------------------
certificate  or  certificates  to  be  issued  in  place  of  any certificate or
certificates  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  of  stock  to  be  lost,  stolen or destroyed.  When
authorizing  such  issue  of  a  new  certificate  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 representative, to advertise the same in such manner
as  it  shall  require  and/or give the corporation a bond in such sum 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  4.     Transfers  Of  Stock.  Upon surrender to the corporation or
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the  transfer agent of the corporation of a certificate for shares duly endorsed
or  accompanied  by  proper  evidence  of succession, assignment or authority to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction  upon  its  books.

     Section  5.     Fixing  Record  Date.  In  order  that  the corporation may
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determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders  or  any  adjournment thereof, or to express consent to corporation
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 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other action
requiring  such  determination of shareholders.  A determination of shareholders
of  record entitled to notice of or to vote at a meeting of shareholders made in
accordance  with  this  section  shall  apply to any adjournment of the meeting.

     Section  6.     Registered Shareholders.  The corporation shall be entitled
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to  recognize  the  exclusive  right  of a person registered on its books as the
owner  of  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 claim 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.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                               ------------------

     Section  1.     Dividends.  Dividends  upon  the  capital  stock  of  the
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corporation,  subject  to the provisions of the Certificate of Incorporation, if
any,  may  be  declared  by  the  Board  of  Directors at any regular or special
meeting,  pursuant  to  law.  Dividends  may be paid in cash, in property, or in
shares  of  the  capital  stock, subject to the provisions of the Certificate of
Incorporation.

     Section  2.     Reserves.  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  directors  from time to time, in their absolute discretion, think
proper  as  a  reserve  or  reserves  to  meet  contingencies, or for equalizing


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dividends,  or  for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any ouch reserve in the
manner  in  which  it  was  created,

     Section  3.     Checks.  All  checks  or demands for money and notes of the
     -----------     ------
corporation  shall be signed by such officer or officers or such other person or
persons  as  the  Board  of  Directors  may  from  time  to  time  designate.

     Section  4.     Fiscal  Year.  The  fiscal year of the corporation shall be
     -----------     ------------
the 12-month period ending December 31, or any other date fixed by resolution of
the  Board  of  Directors.

     Section 5.     Seal.  The Corporation may have a corporate seal which shall
     ----------     ----
have inscribed thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Delaware".  The seal may be used by causing it or
a  facsimile  thereof  to  be  impressed  or affixed or reproduced or otherwise.

     Section  6.     Miscellaneous.  Unless  otherwise  ordered  by the Board of
     -----------     -------------
Directors,  Chairman  of  the  Board, the President or any Vice-President or the
Secretary  or the Treasurer in person or by proxy or proxies appointed by any of
them  shall  have full power and authority on behalf of the Corporation to vote,
act and consent with respect to any shares of stock issued by other corporations
which  the  Corporation may own or as to which the Corporation otherwise has the
right  to  vote,  act  or  consent.

                                   ARTICLE XII
                                 INDEMNIFICATION
                                 ---------------

     Section  1.     The  Corporation shall indemnify any person who was or is a
     -----------
party  or  is  threatened  to  be  made  a  party  to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigate  (other  than  an  action  by or in the right of the Corporation) by
reason  of  the fact that he 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,  against  expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by  him in connection with such action, suit or proceeding if he acted
in  good faith and in a manner he reasonably believed to be in or not opposed to
the  best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction,  or  upon a plea of nolo contendere or its equivalent, shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  reasonable  cause  to  believe  that his conduct was unlawful.
However,  no  indemnification  shall  be  made in respect of any claim, issue or
matter  as  to  which  such  person  shall  have  bee  adjudged to be liable for
negligence  or  misconduct  in  the  performance  of his duty to the Corporation
unless  and  only to the extent that the Court of Chancery or the court in which
such  action  or suit was brought shall determine upon application that, despite
the  adjudication of liability but in view of all the circumstances of the case,
such  person  is  fairly  and reasonably entitled to indemnify for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.


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     Section 2.     To the extent that a director, officer, employee or agent of
     ----------
the Corporation has been successful on the merits of otherwise in defense of any
action,  suit  or  proceeding  referred  to  in Section 1 of this Article, or in
defense  of  any claim, issue or matter therein, he shall be indemnified against
expenses  (including attorneys' fees) actually and reasonably incurred by him in
connection  therewith.

     Section  3.     Any Indemnification under Section 1 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 director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of  conduct  set forth in Section 1 of this Article.  Such
determination  shall be made (1) 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 (2) 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  (3)  by  the  stockholders.

     Section  4.     Expenses  incurred in defending a civil or criminal action,
     -----------
suit  or  proceeding  may  be  paid  by  the Corporation in advance of the final
disposition  of  such  action,  suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer, employee, or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation  as  authorized  in  this  Article.

     Section  5.     The  indemnification  provided by this Article shall not be
     -----------
deemed  exclusive of any other rights to which those seeking indemnification may
be  entitled  under  any Bylaw, agreement, vote of stockholders or disinterested
directors  or  otherwise,  both  as to action in his official capacity and as to
action  in  another  capacity  while holding such office, and shall inure to the
benefit  of  his  heirs,  executors  and  administrators  or  such  a  person.

     Section  6.     The  Corporation  may  purchase  and  maintain insurance on
     -----------
behalf of any person who 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 went of another corporation, partnership, joint
venture,  trust  or  other enterprise against any liability asserted against him
and  incurred by him in any such capacity, or arising out of his status as such,
whether  or not the Corporation indemnifies him against such liability under the
provisions  of  this  Article.

                                  ARTICLE XIII
                                   AMENDMENTS
                                   ----------

     Section  1.     These  Bylaws  may  be  altered, amended or repealed or new
     -----------
Bylaws  may  be  adopted  by the shareholders or by the Board of Directors, when
such  power  is  conferred  upon  the  Board  of Directors by the Certificate of
Incorporation,  at  any  regular  meeting of the shareholders or of the Board of
Directors  or  at  any  special  meeting  of the shareholders 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.  If any Bylaw
regulating  an impending election of Directors is adopted or amended or repealed
by  the  Board  of Directors, there shall be set forth in the notice of the next
meeting  of the Stockholders of the Corporation for the election of directors by
Bylaw  so  adopted  or amended or repeated, together with a concise statement of
the  changes.


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