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                                                                    EXHIBIT 4.11

                        CHENIERE-GRYPHON MANAGEMENT, INC.

                                     BYLAWS

                                   ARTICLE 1.

                                     OFFICES

     SECTION 1. Registered Office. The registered office of the Company in the
State of Delaware is located at 1013 Centre Road, in the City of Wilmington,
County of New Castle.

     SECTION 2. Principal Office. The principal office of the Company will be in
Houston, Texas or at such other place as the board of directors may from time to
time determine.

     SECTION 3. Other Offices. The Company may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.


                                   ARTICLE II.

                             MEETING OF STOCKHOLDERS

     SECTION 1. Place of Meetings. All meetings of stockholders will be held at
the principal office of the Company, or at such other place as will be
determined by the board of directors and specified in the notice of the meeting.

     SECTION 2. Annual Meeting. The annual meeting of stockholders will be held
at such date and time as will be designated from time to time by the board of
directors and stated in the notice of the meeting, at which meeting the
stockholders will elect by written ballot a board of directors and transact such
other business as may properly be brought before the meeting of stockholders.

     SECTION 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the place, day, and hour thereof, will be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Company, not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

     SECTION 4. Special Meeting. Special meetings of stockholders will be called
by the President or the board of directors, and will be called by the President
or secretary at the request in writing of the stockholders owning one-third of
the outstanding shares of capital stock of the Company. Such request will state
the purpose(s) of the proposed meeting, and any purpose so stated will be
conclusively deemed to be a "proper" purpose.

     SECTION 5. Notice of Special Meeting. Written or printed notice of a
special meeting stating the place, day, hour and purpose(s) thereof, will be
served upon or mailed to each stockholder entitled to vote thereat at such
address as appears on the books of the Company, not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

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     SECTION 6. Business at Special Meeting. Business transacted at all special
meetings of stockholders will be confined to the purpose or purposes stated in
the notice.

     SECTION 7. Stockholder List. At least ten (10) days before each meeting of
stockholders, a complete list of stockholders entitled to vote at each such
meeting or in any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, will be prepared by the
secretary. Such list will be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for such ten (10)
day period either at a place within the city where the meeting is to be held,
or, if not so specified, the place where the meeting is to be held. Such list
will also be produced and kept open at the time and place of the meeting.

     SECTION 8. Quorum. The holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, will constitute a quorum at all meetings of the stockholders for the
transaction of business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a meeting is adjourned for less than
thirty (30) days in any one adjournment, it will not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted which might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty (30) days or more, notices of the adjourned meeting will be given as in
the case of an original meeting.

     SECTION 9. Proxies. At any meetings of the stockholders, every stockholder
having the right to vote will be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or by his
duly authorized attorney-in-fact and bearing a date not more than eleven (11)
months prior to said meeting.

     SECTION 10. Voting. Unless otherwise provided by statute, each stockholder
having the right to vote will be entitled to vote each share of stock having
voting power registered in his name on the books of the Company. Cumulative
voting for directors is prohibited.

     SECTION 11. Consent of Stockholders in Lieu of Meeting. Any action which
may be taken at a special or annual meeting of the 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, will be signed by all of the holders
of outstanding stock having not less than the minimum number of votes which
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 will be given to those stockholders who have not consented in writing.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. Number of Directors. The number of directors which shall
constitute the whole Board of Directors may be increased or decreased (provided
such decrease does not

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shorten the term of any incumbent director) from time to time by resolution of
the Board of Directors. Each director shall hold office for the term for which
he is elected, and until his successor shall have been elected and qualified or
until his earlier death, resignation or removal.

     SECTION 2. Election and Term. Except as provided in Section 3 of this
Article, directors will be elected at the annual meeting of the stockholders,
and each director will be elected to serve until the next annual meeting or
until his successor will have been elected and will qualify. Directors need not
be stockholders.

     SECTION 3. Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors, although less than a
quorum, except where the vacancies have been created by removal of directors by
the owners of a majority of the outstanding shares of capital stock. In the
event of such removal, the resulting vacancies will be filled by the owners of
the majority of the outstanding shares of capital stock.

     SECTION 4. Resignation; Removal. Any director may resign at any time by
giving written notice thereof to the board of directors. Any such resignation
will take effect as of its date unless some other date is specified therein, in
which event it will be effective as of that date. The acceptance of such
resignation will not be necessary to make it effective. The board of directors
may, by majority vote of the directors then in office, remove a director for
cause. The owners of a majority of the outstanding shares of capital stock may
remove any director or the entire board of directors, with or without cause,
either by a vote at a special meeting or annual meeting, or by written consent.

                                   ARTICLE IV.

                              MEETINGS OF THE BOARD

     SECTION 1. Regular Meetings. Upon the adjournment of the annual meeting of
stockholders, the board of directors will meet as soon as practicable to appoint
the members of such committees of the board of directors as the board may deem
necessary or advisable, to elect officers for the ensuing year, and to transact
such other business as may properly come before the board of directors at such
meeting. No notice of such meeting will be necessary to the newly elected
directors in order legally to constitute the meeting provided a quorum will be
present. Regular meetings may be held at such other times as shall be designated
by the board of directors without notice to the directors.

     SECTION 2. Special Meetings. Special meetings of the board of directors
will be held whenever called by the chairman of the board, president, chairman
of the executive committee or by two or more directors. Notice of each meeting
will be given at least three (3) days prior to the date of the meeting either
personally, or by telephone or telegraph to each director, and will state the
purpose, place, day and hour of the meeting.

     SECTION 3. Quorum and Voting. At all meetings of the board of directors
(except in the case of a meeting convened for the purpose specified in Article
III, Section 3 of these bylaws) a majority of the directors will be necessary
and sufficient to constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which

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there is a quorum will be the act of the board of directors. If a quorum will
not be present at any such meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum will be present.

     SECTION 4. Telephone Meetings. At any meeting of the board of directors, a
member may attend by telephone, radio, television, or similar means of
communication which permits him to participate in the meeting, and a director so
attending will be deemed present at the meeting for all purposes including the
determination of whether a quorum is present.

     SECTION 5. Action by Written Consent. Any action required or permitted to
be taken by the board of directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by a majority the
members of the board.

     SECTION 6. Attendance Fees. Directors will not receive any stated salary,
as such, for their services, but by resolution of the board of directors a fixed
sum and expenses of attendance may be allowed for attendance at each regular or
special meeting of the board; however, this provision will not preclude any
director from serving the Company in any other capacity and receiving
compensation therefor.

                                   ARTICLE V.

                                   COMMITTEES

     SECTION 1. Executive Committee. The board of directors, by resolution may
designate one or more directors to constitute an Executive Committee, which
committee, to the extent provided in such resolution, will have and may exercise
all of the powers and authority of the board of directors in the management of
the business and affairs of the Company, except where action of the board of
directors is required by statute.

     SECTION 2. Other Committees. The board of directors may by resolution
create other committees for such terms and with such powers and duties as the
board shall deem appropriate.

     SECTION 3. Organization of Committees. The chairman of each committee of
the board of directors will be chosen by the members thereof. Each committee
will elect a secretary, who will be either a member of the committee or the
secretary of the Company. The chairman of each committee will preside at all
meetings of such committee.

     SECTION 4. Meetings. Regular meetings of each committee may be held without
the giving of notice if a day of the week, a time, and a place will have been
established by the committee for such meetings. Special meetings (and, if the
requirements of the preceding sentence have not been met, regular meetings) will
be called as provided in Article IV, Section 3 with respect to notices of
special meetings of the board of directors.

     SECTION 5. Quorum and Manner of Acting. A majority of the members of each
committee must be present either in person or by telephone, radio, television,
or similar means of communication, at each meeting of such committee in order to
constitute a quorum for the transaction of business. The act of a majority of
the members so present at a meeting at which a quorum is present will be the act
of such committee. The members of each committee will act

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only as a committee, and will have no power or authority, as such, by virtue of
their membership on the committee.

     SECTION 6. Action by Written Consent. Any action required or permitted to
be taken by any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by a majority of the
members of the committee.

     SECTION 7. Record of Committee Action; Reports. Each committee will
maintain a record, which need not be in the form of complete minutes, of the
action taken by it at each meeting, which record will include the date, time,
and place of the meeting, the names of the members present and absent, the
action considered, and the number of votes cast for and against the adoption of
the action considered. All action by each committee will be reported to the
board of directors at its meeting next succeeding such action, such report to be
in sufficient detail as to enable the board to be informed of the conduct of the
Company's business and affairs since the last meeting of the board.

     SECTION 8. Removal. Any member of any committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by a
majority of the whole board of directors at any meeting of the board.

     SECTION 9. Vacancies. Any vacancy in any committee will be filled by the
board of directors in the manner prescribed by these bylaws for the original
appointment of the members of such committee.

                                   ARTICLE VI.

                                    OFFICERS

     SECTION 1. Appointment and Term of Office. The officers of the Company will
consist of a president, a secretary, and there may be a treasurer, one or more
vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed by the board. One of the
directors may also be chosen chairman of the board. Each of such officers
(except as may be appointed pursuant to Section 5(g) of this Article), will be
chosen annually by the board of directors at its regular meeting immediately
following the annual meeting of stockholders and, subject to any earlier
resignation or removal, will hold office until the next annual meeting of
stockholders or until his successor is elected and qualified. Two or more
offices may be held by the same person.

     SECTION 2. Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation will be served thereby, but such removal
will be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent will not of itself
create contract rights.

     SECTION 3. Vacancies. A vacancy in the office of any officer may be filled
by vote of a majority of the directors for the unexpired portion of the term.

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     SECTION 4. Salaries. The salaries of all officers of the corporation will
be fixed by the board of directors except as otherwise directed by the board.

     SECTION 5. Powers and Duties. The powers and duties of the officers will be
those usually pertaining to their respective offices, subject to the general
direction and supervision of the board of directors. Such powers and duties will
include the following:

          a. Chairman of the Board. The Board of Directors may select from among
its members a Chairman of the Board who shall preside when present at all
meetings of the shareholders and at all meetings of the Board of Directors and
approve the minutes of all proceedings thereat, and he shall be available to
consult with and advise the officers of the Company with respect to the conduct
of the business and affairs of the Company and shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to him by the Board of Directors.

          b. President. The President shall be the chief executive officer of
the Company unless the Board of Directors designates the Chairman of the Board
as chief executive officer. Subject to the control of the Board of Directors,
the President shall have general executive charge, management and control of the
affairs, properties and operations of the Company in the ordinary course of its
business, with all such duties, powers and authority with respect to such
affairs, properties and operations as may be reasonably incident to such
responsibilities; he may appoint or employ and discharge employees and agents of
the Company and fix their compensation; he may make, execute, acknowledge and
deliver any and all contracts, leases, deeds, conveyances, assignments, bills of
sale, transfers, releases and receipts, any and all mortgages, deeds of trust,
indentures, pledges, chattel mortgages, liens and hypothecations, and any and
all bonds, debentures, notes, other evidences of indebtedness and any and all
other obligations and encumbrances and any and all other instruments, documents
and papers of any kind or character for and on behalf of and in the name of the
Company, and, with the Secretary or an Assistant Secretary, he may sign all
certificates for shares of the capital stock of the Company; he shall do and
perform such other duties and have such additional authority and powers as from
time to time may be assigned to or conferred upon him by the Board of Directors.

          c. Chief Operating Officer. In the absence of the Chairman of the
Board and the President or in the event of their death, inability, or refusal to
act, the Company may designate a Chief Operating Officer to perform the duties
of Chairman of the Board, and when so acting, to have all the powers of and be
subject to all the restrictions upon the Chairman of the Board. The Chief
Operating Officer shall perform such other duties as from time to time may be
assigned to him by the President, by the Chairman of the Board, or by the Board
of Directors.

          d. The Vice Presidents. Each Vice President shall generally assist the
President and shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to him by the President or
the Board of Directors. In the absence of the President or in the event of his
death, 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 at
the time of their election, 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. Any Vice President may sign, with the

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Secretary or an Assistant Secretary, certificates for shares of the Company; and
shall perform such other duties as from time to time may be assigned to him by
the President, or by the Board of Directors.

          e. Secretary. It shall be the duty of the Secretary to give notice to
and attend all meetings of the shareholders and Board of Directors and record
correctly all votes, actions and the minutes of all proceedings had at such
meetings in a book suitable for that purpose. It shall also be the duty of the
Secretary to attest, with his signature and the seal of the Company, all stock
certificates issued by the Company and to keep a stock ledger in which shall be
correctly recorded all transactions pertaining to the capital stock of the
Company. He shall also attest, with his signature and the seal of the Company,
all deeds, conveyances, or other instruments requiring the seal of the Company.
The person holding the office of Secretary shall also perform, under the
direction and subject to the control of the President and the Board of
Directors, such other duties as may be assigned to him. The duties of the
Secretary may also be performed by any Assistant Secretary. In the absence of
the appointment of a Treasurer for the Company, the Secretary shall perform the
duties of the Treasurer.

          f. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Company and shall have active control of and shall be
responsible for all matters pertaining to the accounts and finances of the
Company. If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors may determine. He shall keep such monies and
securities of the Company as may be entrusted to his keeping and account for the
same. He shall be prepared at all times to give information as to the condition
of the Company and shall make a detailed annual report of the entire business
and financial condition of the Company. The person holding the office of
Treasurer shall also perform, under the direction and subject to the control of
the President and the Board of Directors, such other duties as may be assigned
to him. The duties of the Treasurer may also be performed by any Assistant
Treasurer.

          g. Other Officers. The board of directors may appoint such other
officers, agents, or employees as it may deem necessary for the conduct of the
business of the Company. In addition, the board may authorize the president or
some other officers to appoint such agents or employees as they deem necessary
for the conduct of the business of the Company.

     SECTION 6. Resignations. Any officer may resign at any time by giving
written notice thereof to the board of directors. Any such resignation will take
effect as of its date unless some other date is specified therein, in which
event it will be effective as of that date. The acceptance of such resignation
will not be necessary to make it effective.

     SECTION 7. Delegation of Authority. In the case of any absence of any
officer of the Company, or for any other reason that the Board may deem
sufficient, the President or the Board of Directors may delegate some or all the
powers or duties of such officer to any other officer or to any Director,
employee, shareholder, or agent for whatever period of time seems desirable.

                                  ARTICLE VII.

                    SHARES OF STOCK AND THEIR TRANSFER; BOOKS

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     SECTION 1. Forms of Certificates. Shares of the capital stock of the
Company will be represented by certificates in such form, not inconsistent with
law or with the Certificate of Incorporation of the Company, as will be approved
by the board of directors, and will be signed by the chairman of the board or
president or a vice president and the secretary or an assistant secretary or the
treasurer or an assistant treasurer and sealed with the seal of the Company.
Such seal may be facsimile, engraved or printed. Where any such certificate is
countersigned by a transfer agent or by a registrar, the signature of such
chairman of the board, president, vice president, secretary, assistant
secretary, treasurer or assistant treasurer upon such certificate may be
facsimiles, engraved or printed.

     SECTION 2. Transfer of Shares. Shares of stock of the Company will be
transferred only on the stock books of the Company by the holder of record
thereof in person, or by his duly authorized attorney, upon surrender of the
certificate therefor.

     SECTION 3. Stockholders of Record. Stockholders of record entitled to vote
at any meeting of stockholders or entitled to receive payment of any dividend or
to any allotment of rights or to exercise the rights in respect of any change or
conversion or exchange of capital stock will be determined according to the
Company's record of stockholders and, if so determined by the board of directors
in the manner provided by statute, will be such stockholders of record (a) at
the date fixed for closing the stock transfer books, or (b) as of the date of
record.

     SECTION 4. Lost, Stolen, or Destroyed Certificates. The board of directors
may direct the issuance of new or duplicate stock certificates in place of lost,
stolen, or destroyed certificates, upon being furnished with evidence
satisfactory to it of the loss, theft, or destruction and upon being furnished
with indemnity satisfactory to it. The board of directors may delegate to any
officer authority to administer the provisions of this Section.

     SECTION 5. Closing of Transfer Books. The board of directors will have
power to close the stock transfer books of the Company for a period not
exceeding sixty (60) days nor less than ten days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when change or conversion or
exchange of capital stock will go into effect, or for a period not exceeding
sixty (60) days nor less than ten (10) days in connection with obtaining the
consent of stockholders for any purpose; or the board may, in its discretion,
fix a date, not more than sixty (60) days nor less than ten (10) days before any
stockholders' meeting, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock will go into effect as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and at any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of such change, conversion, or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
will be stockholders of record on the date so fixed will be entitled to notice
of and to vote at such meeting and at any adjournment thereof, or to receive
payment of such dividend, or to exercise rights, or to give such consent as the
case may be, notwithstanding any transfer of any stock on the books of the
Company after such record date fixed as aforesaid.

     SECTION 6. Regulations. The board of directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates of

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stock. The board of directors may appoint one or more transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.

     SECTION 7. Examination of Books by Stockholders. The original or duplicate
stock ledger of the Company containing the names and addresses of the
stockholders and the number of shares held by them and the other books and
records of the Company will, at all times during the usual hours of business, be
available for inspection at its principal office, and any stockholder, upon
compliance with the conditions set forth in and to the extent authorized by
Section 220 of the Delaware General Corporation Law, will have the right to
inspect such books and records.

                                  ARTICLE VIII.

                          INDEMNIFICATION AND INSURANCE

     SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than
those by or in the Right of the Company. Subject to Section 3 of this Article
VIII, the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or 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 Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's 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 such person 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 Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

     SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Company. Subject to Section 3 of this Article VIII, the Company
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 or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that
such person is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another Company, partnership, joint venture, trust, employee benefit plan or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit 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
Company; except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company 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

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all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     SECTION 3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors or if such directors so direct, by independent legal
counsel in a written opinion, or (iv) by the stockholders. To the extent,
however, that a director or officer of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

     SECTION 4. Expenses Payable in Advance. Expenses incurred by a director or
officer in defending or investigating a threatened or pending action, suit or
proceeding may be required by the Board of Directors to be paid (upon such terms
and conditions, if any, as the Board of Directors deems appropriate) by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company as authorized in this Article VIII.

     SECTION 5. Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in a person's official capacity and
as to action in another capacity while holding such office, it being the policy
of the Company that indemnification of the persons specified in Sections 1 and 2
of this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 of Section 2 of
this Article VIII but whom the Company has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.

     SECTION 6. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by him in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article VIII.

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                                   ARTICLE IX.

                            EXECUTION OF INSTRUMENTS

     SECTION 1. Contracts, etc. The board of directors or any committee
thereunto duly authorized may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver in the name and on
behalf of the Company any contract or other instruments, except certificates
representing shares of stock of the Company, and such authority may be general
or may be confined to specific instances.

     SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, acceptances or other evidence of indebtedness issued by
or in the name of the Company will be signed by such officer or officers, agent
or agents of the Company and in such manner as will be determined from time to
time by resolution of the board of directors. Unless otherwise provided by
resolution of the board, endorsements for deposits to the credit of the Company
in any of its duly authorized depositories may be made by a hand-stamped legend
in the name of the Company or by written endorsement of an officer with
countersignature.

     SECTION 3. Loans. No loans will be contracted on behalf of the Company
unless authorized by the board of directors, but when so authorized, unless a
particular officer or agent is directed to negotiate the same, may be
negotiated, up to the amount so authorized, by the chairman of the board or the
president or a vice-president or the treasurer; and such officers are hereby
severally authorized to execute and deliver in the name and on behalf of the
Company, notes or other evidences of indebtedness countersigned by the chairman
of the board or the president or a vice-president for the amount of such loans
and to give security for the payment of any and all loans, advances, and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Company, real or personal, at any time owned by the Company.

     SECTION 4. Sale or Transfer of Securities Held by the Company. Stock
certificates, bonds or other securities at any time owned by the Company may be
held on behalf of the Company or sold, transferred, or otherwise disposed of
pursuant to authorization by the board of directors, or of any committee
thereunto duly authorized, and, when so authorized to be sold, transferred, or
otherwise disposed of, may be transferred from the name of the Company by the
signature of the chairman of the board or the president or a vice president and
the treasurer or the assistant treasurer or the secretary or the assistant
secretary.

                                   ARTICLE X.

                                  MISCELLANEOUS

     SECTION 1. Fiscal Year. Until otherwise determined by the board of
directors, the fiscal year of the Company will be the calendar year.

     SECTION 2. Methods of Notice. Whenever any notice is required to be given
in writing to any stockholder or director pursuant to any statute, the
Certificate of Incorporation, or these bylaws, it will not be construed to
require personal or actual notice, and such notice will be deemed for all
purposes to have been sufficiently given at the time the same is deposited in
the United States mail with postage thereon prepaid, addressed to the
stockholder or director at such

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address as appears on the books of the Company. Whenever any notice may be or is
required to be given by telegram to any director, it will be deemed for all
purposes to have been sufficiently given at the time the same is filed with the
telegraph or cable office, properly addressed.

     SECTION 3. Waiver of Notice. The giving of any notice of the time, place,
or purpose of holding any meeting of stockholders or directors and any
requirement as to publication thereof, whether statutory or otherwise, will be
waived by the attendance at such meeting by any person entitled to receive such
notice and may be waived by such person by an instrument in writing executed and
filed with the records of the meeting, either before or after the holding
thereof.

                                                --------------------------------
                                                Secretary

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