AMENDED AND RESTATED BYLAWS
                                OF
      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.


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                        TABLE OF CONTENTS
                                                                          Page


ARTICLE I CORPORATE OFFICES................................................ 1

     1.1  REGISTERED OFFICE ............................................... 1
     1.2  OTHER OFFICES.................................................... 1

ARTICLE II MEETINGS OF STOCKHOLDERS........................................ 1

     2.1  PLACE OF MEETINGS................................................ 1
     2.2  ANNUAL MEETING................................................... 1
     2.3  SPECIAL MEETING.................................................. 2
     2.4  NOTICE OF STOCKHOLDERS' MEETINGS................................. 2
     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..................... 2
     2.6  QUORUM........................................................... 2
     2.7  ADJOURNED MEETING; NOTICE........................................ 3
     2.8  VOTING........................................................... 3
     2.9  WAIVER OF NOTICE................................................. 3
     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......... 3
     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS...... 4
     2.12 PROXIES.......................................................... 4
     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE............................ 5
     2.14 TELEPHONIC MEETINGS.............................................. 5

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

     3.1  POWERS........................................................... 5
     3.2  NUMBER OF DIRECTORS.............................................. 6
     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.......... 6
     3.4  RESIGNATION AND VACANCIES........................................ 6
     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE......................... 7
     3.6  FIRST MEETINGS................................................... 7
     3.7  REGULAR MEETINGS................................................. 8
     3.8  SPECIAL MEETINGS; NOTICE......................................... 8
     3.9  QUORUM........................................................... 8
     3.10 WAIVER OF NOTICE................................................. 8
     3.11 ADJOURNED MEETING; NOTICE........................................ 9
     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................ 9
     3.13 FEES AND COMPENSATION OF DIRECTORS............................... 9
     3.14 APPROVAL OF LOANS TO OFFICERS.................................... 9
     3.15 REMOVAL OF DIRECTORS............................................. 9


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                        TABLE OF CONTENTS
                           (continued)




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ARTICLE IV COMMITTEES..................................................... 10

     4.1  COMMITTEES OF DIRECTORS......................................... 10
     4.2  COMMITTEE MINUTES............................................... 10
     4.3  MEETINGS AND ACTION OF COMMITTEES............................... 10

ARTICLE V OFFICERS........................................................ 11

     5.1  OFFICERS........................................................ 11
     5.2  ELECTION OF OFFICERS............................................ 11
     5.3  SUBORDINATE OFFICERS............................................ 11
     5.4  REMOVAL AND RESIGNATION OF OFFICERS............................. 11
     5.5  VACANCIES IN OFFICES............................................ 12
     5.6  CHAIRMAN OF THE BOARD........................................... 12
     5.7  PRESIDENT....................................................... 12
     5.8  VICE PRESIDENT.................................................. 12
     5.9  SECRETARY....................................................... 12
     5.10 TREASURER....................................................... 13
     5.11 ASSISTANT SECRETARY............................................. 13
     5.12 ASSISTANT TREASURER............................................. 13
     5.13 AUTHORITY AND DUTIES OF OFFICERS................................ 14
     5.14 SALARIES........................................................ 14

ARTICLE VI INDEMNITY...................................................... 14

     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS....................... 14
     6.2  INDEMNIFICATION OF OTHERS....................................... 14
     6.3  INSURANCE....................................................... 15
     6.4  NON-EXCLUSIVITY OF RIGHTS....................................... 15
     6.5  EFFECT OF AMENDMENT............................................. 15

ARTICLE VII RECORDS AND REPORTS........................................... 15

     7.1  MAINTENANCE AND INSPECTION OF RECORDS........................... 15
     7.2  INSPECTION BY DIRECTORS......................................... 16
     7.3  ANNUAL STATEMENT TO STOCKHOLDERS................................ 16
     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................. 16

ARTICLE VIII GENERAL MATTERS.............................................. 17

     8.1  CHECKS.......................................................... 17
     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS................ 17
     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES.......................... 17
     8.4  SPECIAL DESIGNATION ON CERTIFICATES............................. 18





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<PAGE>


                        TABLE OF CONTENTS
                           (continued)


     8.5  LOST CERTIFICATES............................................... 18
     8.6  CONSTRUCTION; DEFINITIONS....................................... 18
     8.7  DIVIDENDS....................................................... 18
     8.8  FISCAL YEAR..................................................... 19
     8.9  SEAL............................................................ 19
     8.10 TRANSFER OF STOCK............................................... 19
     8.11 STOCK TRANSFER AGREEMENTS....................................... 19
     8.12 REGISTERED STOCKHOLDERS......................................... 19

ARTICLE IX AMENDMENTS .................................................... 20

     9.1  BY BOARD OF DIRECTORS........................................... 20
     9.2  BY STOCKHOLDERS................................................. 20

ARTICLE X DISSOLUTION..................................................... 20

ARTICLE XI CUSTODIAN...................................................... 21

     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES..................... 21
     11.2 DUTIES OF CUSTODIAN............................................. 21


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<PAGE>

                              BYLAWS

                                OF

     ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC..
                      a Delaware corporation

                            ARTICLE I

                        CORPORATE OFFICES

     1.1 REGISTERED OFFICE

     The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.  The name of the
registered agent of the corporation at such location is The Corporation
Service Company.

     1.2 OTHER OFFICES

     The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

                            ARTICLE II

                     MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors.  In the absence
of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

     2.2 ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors.  At the meeting, directors
shall be elected and any other proper business may be transacted.

<PAGE>

     2.3 SPECIAL MEETING

     A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or
by one or more stockholders holding shares in the aggregate entitled to cast
not less than ten percent (10%) of the votes at that meeting.
If a special meeting is called by any person or persons other than the board
of directors or the president or the chairman of the board, then the request
shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president
or the secretary of the corporation.  The officer receiving the request shall
cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a
meeting will be held at the time requested by the person or persons calling
the meeting, so long as that time is not less than ten (10) nor more than
sixty (60) days after the receipt of the request.  If the notice is not given
within twenty (20) days after receipt of the request, then the person or
persons requesting the meeting may give the notice.  Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the
board of directors may be held.

     2.4 NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.5 of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting.  The notice
shall specify the place, date, and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.

     2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.
An affidavit of the secretary or an assistant secretary or of the transfer
agent of the corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     2.6 QUORUM

     The holders of a majority of the stock issued and outstanding 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 or by the certificate of
incorporation.  If, however, such quorum is not present or represented at any
meeting of the stockholders, then the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than

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announcement at the meeting, until a quorum is present or represented.  At
such adjourned meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the meeting as
originally noticed.

     2.7 ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment
is taken.  At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting.  If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

     2.8 VOTING

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation
Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners of stock and to voting trusts and other voting agreements).

     Except as may be otherwise provided in the certificate of incorporation,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.  There shall be no cumulative voting.

     2.9 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise provided in the certificate of incorporation, any action
required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that 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, is signed by the holders of outstanding stock
having not less than the minimum number of

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votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not consented in writing.  If the action which is consented to is such as
would have required the filing of a certificate under any section of the
General Corporation Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such
section shall state, in lieu of any statement required by such section
concerning any vote of stockholders, that written notice and written consent
have been given as provided in Section 228 of the General Corporation Law of
Delaware.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

     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 entitled 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 sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action.

     If the board of directors does not so fix a record date:

         (i) 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.

         (ii) 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.

         (iii) 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.

     2.12 PROXIES

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to

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act for him by a written proxy, signed by the stockholder and filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.  A proxy shall be deemed signed if the stockholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the stockholder or the stockholder's attorney-in-fact.  The
revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of Section 212(c) of the General Corporation Law
of Delaware.

     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held.  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.

     2.14 TELEPHONIC MEETINGS

     Subject to the provisions required herein for notice of meetings,
stockholders may participate in and hold a meeting of such stockholders, by
means of conference by telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in the meeting pursuant to this Section 2.14 shall constitute
presence in person at such meeting, except where a person participates in a
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                           ARTICLE III
                            DIRECTORS

     3.1 POWERS

     Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating
to action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.

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<PAGE>

     3.2 NUMBER OF DIRECTORS

     The number of directors of the corporation shall be seven (7) until
changed, within the limits specified above, by a resolution amending this
Section 3.2, duly adopted by the board of directors, provided, that the number
of directors shall not be less that seven (7) unless consented to by all of
the directors.  Subject to the rights of any stockholder, the indefinite
number of directors may be changed, or a definite number may be fixed without
provision for an indefinite number, by a duly adopted amendment to the
certificate of incorporation or by an amendment to this bylaw duly adopted by
the vote or written consent of the holders of majority of the stock issued and
outstanding and entitled to vote or by resolution of majority of the board of
directors.

     No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
Except as provided in Section 3.4 of these bylaws, directors shall be elected
at each annual meeting of stockholders to hold office until the next annual
meeting or special meeting called for such purpose.  Directors need not be
stockholders unless so required by the certificate of incorporation or these
bylaws, wherein other qualifications for directors may be prescribed.  Each
director, including a director elected to fill a vacancy, shall hold office
until his successor is elected and qualified or until his earlier resignation
or removal.

     Elections of directors need not be by written ballot.

     3.4 RESIGNATION AND VACANCIES

     Any director may resign at any time upon written notice to the
corporation.  When one or more directors so resigns and the resignation is
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this section in the filling of other vacancies.

     Unless otherwise provided in the certificate of incorporation or these
bylaws:

         (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

         (ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of

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the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of the certificate of incorporation or these
bylaws, or may apply to the Court of Chancery for a decree summarily ordering
an election as provided in Section 211 of the General Corporation Law of
Delaware.

     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), then the Court
of Chancery may, upon application of any stockholder or stockholders holding
at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as
aforesaid, which election shall be governed by the provisions of Section 211
of the General Corporation Law of Delaware as far as applicable.

     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation may hold meetings, both regular
and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of 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.

     3.6 FIRST MEETINGS

     The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at
the annual 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 of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, 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 the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

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     3.7 REGULAR MEETINGS

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

     3.8 SPECIAL MEETINGS; NOTICE

     Special meetings of the board may be called by the president on three (3)
days' notice to each director, either personally or by mail, telegram, telex,
or telephone; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two (2) directors
unless the board consists of only one (1) director, in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

     Notice of the time and place of special meetings shall be delivered
either personally or by mail, telegram, telex, or telephone, addressed to each
director at that director's address as it is shown on the records of the
corporation.  If the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting.  If the notice is delivered personally or by telephone or by
telegram, it shall be delivered personally or by telephone or to the telegraph
company at least forty-eight (48) hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director.  The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

     3.9 QUORUM

     At all meetings of the board of directors, a majority of the authorized
number of directors 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 provided by statute or by the certificate of
incorporation.  If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.

     3.10 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or

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<PAGE>

special meeting of the directors, or members of a committee of directors, need
be specified in any written waiver of notice unless so required by the
certificate of incorporation or these bylaws.

     3.11 ADJOURNED MEETING; NOTICE

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

     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise restricted by the certificate of 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.

     3.13 FEES AND COMPENSATION OF DIRECTORS

     By resolution of the Board of Directors, the directors may be 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.

     3.14 APPROVAL OF LOANS TO OFFICERS

     The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors,
such loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section contained shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.

     3.15 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority
of the shares of such class then entitled to vote at an election of directors.

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     No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.

                            ARTICLE IV

                            COMMITTEES

     4.1 COMMITTEES OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with 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 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 any such absent
or disqualified member.  Any such committee, to the extent provided in the
resolution of the board of directors or in the bylaws of the corporation,
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 that
may require it; but no such committee shall have the power or authority to (i)
amend the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the board of directors as provided in Section
151(a) of the General Corporation Law of Delaware, fix any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation),
(ii) adopt an agreement of merger or consolidation under Sections 251 or 252
of the General Corporation Law of Delaware, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (iv) recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (v) amend
the bylaws of the corporation; and, unless the board resolution establishing
the committee, the bylaws or the certificate of incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
Delaware.

     4.2 COMMITTEE MINUTES

     Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

     4.3 MEETINGS AND ACTION OF COMMITTEES


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<PAGE>

     Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws,
Section 3.5 (place of meetings and meetings by telephone), Section 3.7
(regular meetings), Section 3.8 (special meetings and notice), Section 3.9
(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment and
notice of adjournment), and Section 3.12 (action without a meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members;
provided, however, that the time of regular meetings of committees may also be
called by resolution of the board of directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                            ARTICLE V

                             OFFICERS

     5.1 OFFICERS

     The officers of the corporation shall be a president, one or more vice
presidents, a secretary, and a treasurer.  The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or more
assistant vice presidents, assistant secretaries, assistant treasurers, and
any such other officers as may be appointed in accordance with the provisions
of Section 5.3 of these bylaws.  Any number of offices may be held by the same
person.

     5.2 ELECTION OF OFFICERS

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws,
shall be chosen by the board of directors, subject to the rights, if any, of
an officer under any contract of employment.

     5.3 SUBORDINATE OFFICERS

     The board of directors may appoint, or empower the president to appoint,
such other officers and agents as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.

     5.4 REMOVAL AND RESIGNATION OF OFFICERS

     Without prejudice to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer

                               -11-

<PAGE>

chosen by the board of directors, by any officer upon whom such power of
removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

     5.5 VACANCIES IN OFFICES

     Any vacancy occurring in any office of the corporation shall be filled by
the board of directors.

     5.6 CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and
perform such other powers and duties as may from time to time be assigned to
him by the board of directors or as may be prescribed by these bylaws.  If
there is no president, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.

     5.7 PRESIDENT

     Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation.
He shall preside at all meetings of the shareholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors.  He shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

     5.8 VICE PRESIDENT

     In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform
all 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 have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of
directors, these bylaws, the president or the chairman of the board.



     5.9 SECRETARY

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<PAGE>


     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required to be given by law or
by these bylaws.  He shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by these
bylaws.

     5.10 TREASURER

     The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares.  The books of account shall at all reasonable
times be open to inspection by any director.

     The treasurer shall deposit all money and other valuables in the name and
to the credit of the corporation with such depositaries 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, shall render to the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
board of directors or these bylaws.

     5.11 ASSISTANT SECRETARY

     The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or 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 or her 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 or the stockholders may from time to time prescribe.

     5.12 ASSISTANT TREASURER

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<PAGE>

     The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or 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 or her 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 or the stockholders may from time to time prescribe.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

     In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from
time to time by the board of directors or the stockholders.

     5.14 SALARIES

     The salaries of all officers of the corporation shall be fixed from time
to time by  the board of directors.

                            ARTICLE VI

                            INDEMNITY

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted
by the General Corporation Law of Delaware, indemnify each of its directors
and officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
an agent of the corporation.  For purposes of this Section 6.1, a "director"
or "officer" of the corporation includes any person (i) who is or was a
director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.

     6.2 INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation.
For purposes of this

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<PAGE>

Section 6.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

     6.3 INSURANCE

     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 agent 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 would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of Delaware.

     6.4 NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on any person in Sections 6.1, 6.2 and 6.3 shall not
be exclusive of any other right which such persons may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     6.5 EFFECT OF AMENDMENT

     Any amendment, repeal or modification of any provision of this Article VI
by the stockholders and the directors of the corporation shall not adversely
affect any right or protection of a director or officer of the corporation
existing at the time of such amendment, repeal or modification.

                           ARTICLE VII

                       RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

                               -15-

<PAGE>

     Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom.  A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder.  In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath
shall be directed to the corporation at its registered office in Delaware or
at its principal place of business.

     The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held.  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.

     7.2 INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether
a director is entitled to the inspection sought. The Court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom.  The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.

     7.3 ANNUAL STATEMENT TO STOCKHOLDERS

     The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

     7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The chairman of the board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing

                               -16-
<PAGE>

in the name of this corporation.  The authority granted herein may be
exercised either by such person directly or by any other person authorized to
do so by proxy or power of attorney duly executed by such person having the
authority.

                           ARTICLE VIII

                         GENERAL MATTERS

     8.1 CHECKS

     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are issued
in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

    8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

    The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

     8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered
to the corporation.  Notwithstanding the adoption of such a resolution by the
board of directors, every holder of stock represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the chairman or
vice-chairman of the board of directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of such corporation representing the number of shares
registered in certificate form.  Any or all of the signatures on the
certificate may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such 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.

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<PAGE>

     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation
shall declare a dividend upon partly paid shares of the same class, but only
upon the basis of the percentage of the consideration actually paid thereon.

     8.4 SPECIAL DESIGNATION ON CERTIFICATES

     If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights shall be set forth in full
or summarized on the face or back of the certificate that the corporation
shall issue to represent such class or series of stock; provided, however,
that, except as otherwise provided in Section 202 of the General Corporation
Law of Delaware, in lieu of the foregoing requirements there may be set forth
on the face or back of the certificate that the corporation shall issue to
represent such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, the
designations, the preferences, and the relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

     8.5 LOST CERTIFICATES

     Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter
is surrendered to the corporation and canceled at the same time.  The
corporation may issue a new certificate of stock or uncertificated shares in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give
the corporation a bond sufficient to indemnify it against any claim that may
be made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate or uncertificated
shares.

     8.6 CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.


     8.7 DIVIDENDS

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<PAGE>

     The directors of the corporation, subject to any restrictions contained
in the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock pursuant to the General Corporation Law of
Delaware.  Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

     The directors of the corporation may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of
the corporation, and meeting contingencies.

     8.8 FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

     8.9 SEAL

     The corporate seal shall have the name of the corporation inscribed
thereon and shall be in such form as may be approved from time to time by the
board of directors.

     8.10 TRANSFER OF STOCK

     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 in its books.

     8.11 STOCK TRANSFER AGREEMENTS

     The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

     8.12 REGISTERED STOCKHOLDERS

     The corporation shall be entitled 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, shall be entitled to hold liable for calls and
assessments the 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 another person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

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<PAGE>

                            ARTICLE IX

                            AMENDMENTS

     9.1 BY BOARD OF DIRECTORS

     The board of directors may amend or repeal these bylaws, or adopt new
bylaws at any regular meeting of the board of directors or at any special
meeting of the board of directors unless (1) the certificate of incorporation
or the General Corporation Law of Delaware reserves the power exclusively to
the stockholders in whole or in part, or (2) the stockholders in amending,
repealing or adopting a particular bylaw expressly provide that the board of
directors may not amend or repeal that bylaw.

     9.2 BY STOCKHOLDERS

     The stockholders may amend, repeal or adopt these bylaws unless the
certificate of incorporation or a bylaw adopted by the stockholders provides
otherwise as to all or some portion of these bylaws, even though the bylaws
may also be amended, repealed or adopted by the board of directors.

                            ARTICLE X

                           DISSOLUTION

     If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the
resolution.

     At the meeting a vote shall be taken for and against the proposed
dissolution.  Except as otherwise provided in the certificate of
incorporation, if a majority of the outstanding stock of the corporation
entitled to vote thereon votes for the proposed dissolution, then a
certificate stating that the dissolution has been authorized in accordance
with the provisions of Section 275 of the General Corporation Law of Delaware
and setting forth the names and residences of the directors and officers shall
be executed, acknowledged, and filed and shall become effective in accordance
with Section 103 of the General Corporation Law of Delaware.  Upon such
certificate's becoming effective in accordance with Section 103 of the General
Corporation Law of Delaware, the corporation shall be dissolved.

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<PAGE>

     Whenever all the stockholders entitled to vote on a dissolution consent
in writing, either in person or by duly authorized attorney, to a dissolution,
no meeting of directors or stockholders shall be necessary.  The consent shall
be filed and shall become effective in accordance with Section 103 of the
General Corporation Law of Delaware.  Upon such consent's becoming effective
in accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved.  If the consent is signed by an attorney, then
the original power of attorney or a photocopy thereof shall be attached to and
filed with the consent.  The consent filed with the Secretary of State shall
have attached to it the affidavit of the secretary or some other officer of
the corporation stating that the consent has been signed by or on behalf of
all the stockholders entitled to vote on a dissolution; in addition, there
shall be attached to the consent a certification by the secretary or some
other officer of the corporation setting forth the names and residences of the
directors and officers of the corporation.

                            ARTICLE XI

                            CUSTODIAN

     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

     The Court of Chancery, upon application of any stockholder, may appoint
one or more persons to be custodians and, if the corporation is insolvent, to
be receivers, of and for the corporation when:

         (i) at any meeting held for the election of directors the
stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification of
their successors; or

         (ii) the business of the corporation is suffering or is threatened
with irreparable injury because the directors are so divided respecting the
management of the affairs of the corporation that the required vote for action
by the board of directors cannot be obtained and the stockholders are unable
to terminate this division; or

         (iii) the corporation has abandoned its business and has failed
within a reasonable time to take steps to dissolve, liquidate or distribute
its assets.

     11.2 DUTIES OF CUSTODIAN

     The custodian shall have all the powers and title of a receiver appointed
under Section 291 of the General Corporation Law of Delaware, but the
authority of the custodian shall be to continue the business of the
corporation and not to liquidate its affairs and distribute its assets, except
when the Court of Chancery otherwise orders and except in cases arising under
Sections 226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.


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