BYLAWS OF PREVIEW TRAVEL, INC.
(as amended on April 28, 1998 and on October 28, 1998)

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     3
2.4 Notice of Shareholder's Meeting; Affidavit Of Notice        3
2.5 Advance Notice of Stockholder Nominees      3
2.6 Quorum      4
2.7 Adjourned Meeting; Notice   4
2.8 Conduct Of Business 4
2.9 Voting      5
2.10 Waiver Of Notice   5
2.11 Record Date For Stockholder Notice; Voting 5
2.12 Proxies    6
ARTICLE III - DIRECTOR  6
3.1 Powers      6
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 Regular Meetings    8
3.7 Special Meetings; Notice    8
3.8 Quorum      8
3.9 Waiver Of Notice    8
3.10 Board Action By Written Consent Without A Meeting  9
3.11 Fees And Compensation Of Directors 9
3.12 Approval Of Loans To Officers      9
3.13 Removal Of Directors       9
3.14 Chairman Of The Board Of Directors 10
ARTICLE IV - COMMITTEES 10
4.1 Committees Of Directors     10
4.2 Committee Minutes   10
4.3 Meetings And Action Of Committees   11
ARTICLE V - OFFICERS    12
5.1 Officers    12
5.2 Appointment Of Officers     12
5.3 Subordinate Officers        12
5.4 Removal And Resignation Of Officers 12
5.5 Vacancies In Offices        12
5.6 Chief Executive Officer     13
5.7 President   13
5.8 Vice Presidents     13
5.9 Secretary   13
5.10 Chief Financial Officer    14
5.11 Representation Of Shares Of Other Corporations     14
5.12 Authority And Duties Of Officers   15
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, 
AND OTHER AGENTS        15
6.1 Indemnification Of Directors And Officers   15
6.2 Indemnification Of Others   15
6.3 Payment Of Expenses In Advance      15
6.4 Indemnity Not Exclusive     16
6.5 Insurance   16
6.6 Conflicts   16
ARTICLE VII - RECORDS AND REPORTS       17
7.1 Maintenance And Inspection Of Records       17
7.2 Inspection By Directors     17
7.3 Annual Statement To Stockholders    17
ARTICLE VIII - GENERAL MATTERS  18
8.1 Checks      18
8.2 Execution Of Corporate Contracts And Instruments    18
8.3 Stock Certificates; Partly Paid Shares      18
8.4 Special Designation On Certificates 19
8.5 Lost Certificates   19
8.6 Construction; Definitions   19
8.7 Dividends   19
8.8 Fiscal Year 20
8.9 Seal        20
8.10 Transfer Of Stock  20
8.11 Stock Transfer Agreements  20
8.12 Registered Stockholders    20
ARTICLE IX - AMENDMENTS 20


BYLAWS
OF
PREVIEW TRAVEL, INC.
ARTICLE I
CORPORATE OFFICES
1.1     Registered Office.
The address of the Corporation's registered office in the 
State of Delaware is 1013 Centre Road, Wilmington, Delaware, County of 
New Castle.  The name of its registered agent at such address is 
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.
(a)     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.
(b)     Nominations of persons for election to the Board of 
Directors of the corporation and the proposal of business to be 
transacted by the stockholders may be made at an annual meeting of 
stockholders (i) pursuant to the corporation's notice with respect to 
such meeting, (ii) by or at the direction of the Board of Directors or 
(iii) by any stockholder of the corporation who was a stockholder of 
record at the time of giving of the notice provided for in this Section 
2.2, who is entitled to vote at the meeting and who has complied with the 
notice procedures set forth in this Section 2.2.
(c)     In addition to the requirements of Section 2.5, for 
nominations or other business to be properly brought before an annual 
meeting by a stockholder pursuant to clause (iii) of paragraph (b) of 
this Section 2.2, the stockholder must have given timely notice thereof 
in writing to the secretary of the corporation and such business must be 
a proper matter for stockholder action under the General Corporation Law 
of  Delaware.  To be timely, a stockholder's notice shall be delivered to 
the secretary at the principal executive offices of the corporation not 
less than twenty (20) days nor more than ninety (90) days prior to the 
first anniversary of the preceding year's annual meeting of stockholders; 
provided, however, that in the event that the date of the annual meeting 
is more than thirty (30) days prior to or more than sixty (60) days after 
such anniversary date, notice by the stockholder to be timely must be so 
delivered not earlier than the ninetieth (90th) day prior to such annual 
meeting and not later than the close of business on the later of the 
twentieth (20th) day prior to such annual meeting or the tenth (10th) day 
following the day on which public announcement of the date of such 
meeting is first made.  Such stockholder's notice shall set forth (i) as 
to each person whom the stockholder proposes to nominate for election or 
reelection as a director all information relating to such person that is 
required to be disclosed in solicitations of proxies for election of 
directors, or is otherwise required, in each case pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") (including such person's written consent to being named 
in the proxy statement as a nominee and to serving as a director if 
elected); (ii) as to any other business that the stockholder proposes to 
bring before the meeting, a brief description of such business, the 
reasons for conducting such business at the meeting and any material 
interest in such business of such stockholder and the beneficial owner, 
if any, on whose behalf the proposal is made; and (iii) as to the 
stockholder giving the notice and the beneficial owner, if any, on whose 
behalf the nomination or proposal is made (A) the name and address of 
such stockholder, as they appear on the corporation's books, and of such 
beneficial owner and (B) the class and number of shares of the 
corporation which are owned beneficially and of record by such 
stockholder and such beneficial owner.
(d)     Only such business shall be conducted at an annual 
meeting of stockholders as shall have been brought before the meeting in 
accordance with the procedures set forth in this Section 2.2.  The 
chairman of the meeting shall determine whether a nomination or any 
business proposed to be transacted by the stockholders has been properly 
brought before the meeting and, if any proposed nomination or business 
has not been properly brought before the meeting, the chairman shall 
declare that such proposed business or nomination shall not be presented 
for stockholder action at the meeting.
(e)     For purposes of this Section 2.2, "public announcement" 
shall mean disclosure in a press release reported by the Dow Jones News 
Service, Associated Press or a comparable national news service.
(f)     Nothing in this Section 2.2 shall be deemed to affect 
any rights of stockholders to request inclusion of proposals in the 
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange 
Act.

2.3     Special Meeting.
 (a)    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.
        (b)     Nominations of persons for election to the Board of 
Directors may be made at a special meeting of stockholders at which 
directors are to be selected pursuant to such notice of meeting (i) by or 
at the direction of the Board of Directors or (ii) by any stockholder of 
the corporation who is a stockholder of record at the time of giving of 
notice provided for in Section 2.5, who shall be entitled to vote at the 
meeting and who complies with the notice procedures set forth in Section 
2.5.
2.4     Notice of Stockholder's Meetings; Affidavit Of Notice.
All notices of meetings of stockholders shall be in writing 
and shall be sent or otherwise given in accordance with this Section 2.4 
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 (or such longer or shorter time as is required by Section 
2.5 of these Bylaws, if applicable).  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.
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.
2.5     Advance Notice of Stockholder Nominees.
Only persons who are nominated in accordance with the 
procedures set forth in this Section 2.5 shall be eligible for election 
as directors.  Nominations of persons for election to the board of 
directors of the corporation may be made at a meeting of stockholders by 
or at the direction of the board of directors or by any stockholder of 
the corporation entitled to vote for the election of directors at the 
meeting who complies with the notice procedures set forth in this Section 
2.5.  Such nominations, other than those made by or at the direction of 
the board of directors, shall be made pursuant to timely notice in 
writing to the secretary of the corporation.  To be timely, a 
stockholder's notice shall be delivered to or mailed and received at the 
principal executive offices of the corporation not less than sixty (60) 
days nor more than ninety (90) days prior to the meeting; provided, 
however, that in the event that less than sixty (60) days' notice or 
prior public disclosure of the date of the meeting is given or made to 
stockholders, notice by the stockholder to be timely must be so received 
not later than the close of business on the 10th day following the day on 
which such notice of the date of the meeting was mailed or such public 
disclosure was made.  Such stockholder's notice shall set forth (a) as to 
each person whom the stockholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business address and residence 
address of such person, (ii) the principal occupation or employment of 
such person, (iii) the class and number of shares of the corporation 
which are beneficially owned by such person and (iv) any other 
information relating to such person that is required to be disclosed in 
solicitations of proxies for election of Directors, or is otherwise 
required, in each case pursuant to Regulation 14A under the Securities 
Exchange Act of 1934, as amended (including, without limitation, such 
person's written consent to being named in the proxy statement as a 
nominee and to serving as a director if elected); and (b) as to the 
stockholder giving the notice (i) the name and address, as they appear on 
the corporation's books, of such stockholder and (ii) the class and 
number of shares of the corporation which are beneficially owned by such 
stockholder.  At the request of the Board of Directors any person 
nominated by the Board of Directors for election as a director shall 
furnish to the secretary of the corporation that information required to 
be set forth in a stockholder's notice of nomination which pertains to 
the nominee.  No person shall be eligible for election as a director of 
the corporation unless nominated in accordance with the procedures set 
forth in this Section 2.5.  The Chairman of the meeting shall, if the 
facts warrant, determine and declare to the meeting that a nomination was 
not made in accordance with the procedures prescribed by the Bylaws, and 
if he or she should so determine, he or she shall so declare to the 
meeting and the defective nomination shall be disregarded.
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 either (a) the 
chairman of the meeting or (b) 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 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     Conduct Of Business.
The chairman of any meeting of stockholders shall determine 
the order of business and the procedure at the meeting, including the 
manner of voting and the conduct of business.
2.9     Voting.
(a)     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).
(b)     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.
2.10    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 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.
2.11    Record Date For Stockholder Notice; Voting.
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 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:
(a)     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.
 (b)    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 may authorize another person or persons to act for such 
stockholder 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(e) of the General Corporation Law of Delaware.
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.
3.2     Number Of Directors.
The number of directors constituting the entire Board of 
Directors shall be seven (7).
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.  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 or her successor is elected and qualified or until his or her 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 attention of the Secretary of 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. A vacancy created by the 
removal of a director by the vote of the stockholders or by court order 
may be filled only by the affirmative vote of a majority of the shares 
represented and voting at a duly held meeting at which a quorum is 
present (which shares voting affirmatively also constitute a majority of 
the quorum.  Each director so elected shall hold office until the next 
annual meeting of the stockholders and until a successor has been elected 
and qualified.
Unless otherwise provided in the certificate of incorporation 
or these Bylaws:
(a)     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.
(b)     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 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 incorpora-
tion 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     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.
3.7     Special Meetings; Notice.
Special meetings of the Board of Directors for any purpose or 
purposes may be called at any time by the chairman of the board, the 
president, any vice president, the secretary or any two directors.
Notice of the time and place of special meetings shall be 
delivered personally or by telephone to each director or sent by first-
class mail or telegram, charges prepaid, 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.
3.8     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.
A meeting at which a quorum is initially present may continue 
to transact business notwithstanding the withdrawal of directors, if any 
action taken is approved by at least a majority of the required quorum 
for that meeting.
3.9     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 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.
3.10    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.  Written consents representing actions taken by the board or 
committee may be executed by telex, telecopy or other facsimile 
transmission, and such facsimile shall be valid and binding to the same 
extent as if it were an original.
3.11    Fees And Compensation Of Directors.
Unless otherwise restricted by the certificate of incorpora-
tion or these Bylaws, the Board of Directors shall have the authority to 
fix the compensation of directors.  No such compensation shall preclude 
any director from serving the corporation in any other capacity and 
receiving compensation therefor.
3.12    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.
3.13    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 then entitled to vote at an election of directors; 
provided, however, that if the stockholders of the corporation are 
entitled to cumulative voting, if less than the entire Board of Directors 
is to be removed, no director may be removed without cause if the votes 
cast against his removal would be sufficient to elect him if then 
cumulatively voted at an election of the entire Board of Directors.
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.
3.14    Chairman Of The Board Of Directors.
The corporation may also have, at the discretion of the Board 
of Directors, a chairman of the Board of Directors who shall not be 
considered an officer of the corporation.
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 such member or members 
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 (a) 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 the designations and 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 or fix the number of shares of any 
series of stock or authorize the increase or decrease of the shares of 
any series), (b) adopt an agreement of merger or consolidation under 
Sections 251 or 252 of the General Corporation Law of Delaware, 
(c) recommend to the stockholders the sale, lease or exchange of all or 
substantially all of the corporation's property and assets, (d) recommend 
to the stockholders a dissolution of the corporation or a revocation of a 
dissolution, or (e) 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.
Meetings and actions of committees shall be governed by, and 
held and taken in accordance with, the provisions of Section 3.5 (place 
of meetings and meetings by telephone), Section 3.6 (regular meetings), 
Section 3.7 (special meetings and notice), Section 3.8 (quorum), 
Section 3.9 (waiver of notice), and Section 3.10 (action without a 
meeting) of these Bylaws, with such changes in the context of such 
provisions 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 be determined either by 
resolution of the Board of Directors or by resolution of the committee, 
that special 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 chief executive 
officer, a president, a secretary, and a chief financial officer.  The 
corporation may also have, at the discretion of the Board of Directors, 
one or more vice presidents, one or more assistant secretaries, one or 
more 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     Appointment 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 appointed 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 chief 
executive officer or 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.
Subject 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 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 attention of the Secretary of 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     Chief Executive Officer.
Subject to such supervisory powers, if any, as may be given 
by the Board of Directors to the chairman of the board, if any, the chief 
executive officer of the corporation 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 or she shall 
preside at all meetings of the stockholders and, in the absence or 
nonexistence of a chairman of the board, at all meetings of the Board of 
Directors and shall have the general powers and duties of management 
usually vested in the office of chief executive officer of a corporation 
and shall have such other powers and duties as may be prescribed by the 
Board of Directors or 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 any) or the 
chief executive officer, the president shall have general supervision, 
direction, and control of the business and other officers of the 
corporation.  He or she shall have the general powers and duties of 
management usually vested in the office of president of a corporation and 
such other powers and duties as may be prescribed by the Board of 
Directors or these Bylaws.
5.8     Vice Presidents.
In the absence or disability of the chief executive officer 
and 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.
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 stockholders.  The 
minutes shall show the time and place of each meeting, the names of those 
present at directors' meetings or committee meetings, the number of 
shares present or represented at stockholders' 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 stockholders 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 stockholders and of the Board of Directors required to be 
given by law or by these Bylaws.  He or she 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    Chief Financial Officer.
The chief financial officer 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 chief financial officer shall deposit all moneys and 
other valuables in the name and to the credit of the corporation with 
such depositories as may be designated by the Board of Directors. He or 
she shall disburse the funds of the corporation as may be ordered by the 
Board of Directors, shall render to the president, the chief executive 
officer, or the directors, upon request, an account of all his or her 
transactions as chief financial officer and of the financial condition of 
the corporation, and shall have other powers and perform such other 
duties as may be prescribed by the Board of Directors or the Bylaws.
5.11    Representation Of Shares Of Other Corporations.
The chairman of the board, the chief executive officer, the 
president, any vice president, the chief financial officer, the secretary 
or assistant secretary of this corporation, or any other person 
authorized by the Board of Directors or the chief executive officer 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 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 the person having such 
authority.
5.12    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.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 
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 (a) who is or was a director or officer 
of the corporation, (b) 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 (c) 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 maximum 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 
Section 6.2, an "employee" or "agent" of the corporation (other than a 
director or officer) includes any person (a) who is or was an employee or 
agent of the corporation, (b) 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 (c) 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     Payment Of Expenses In Advance.
Expenses incurred in defending any action or proceeding for 
which indemnification is required pursuant to Section 6.1 or for which 
indemnification is permitted pursuant to Section 6.2 following 
authorization thereof by the Board of Directors shall be paid by the 
corporation in advance of the final disposition of such action or 
proceeding upon receipt of an undertaking by or on behalf of the 
indemnified party to repay such amount if it shall ultimately be 
determined that the indemnified party is not entitled to be indemnified 
as authorized in this Article VI.
6.4     Indemnity Not Exclusive.
The indemnification provided by this Article VI shall not be 
deemed exclusive of any other rights to which those seeking 
indemnification may be entitled under any Bylaw, agreement, vote of 
shareholders or disinterested directors or otherwise, both as to action 
in an official capacity and as to action in another capacity while 
holding such office, to the extent that such additional rights to 
indemnification are authorized in the certificate of incorporation
6.5     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 or her and incurred by him or her in any such capacity, or 
arising out of his or her status as such, whether or not the corporation 
would have the power to indemnify him or her against such liability under 
the provisions of the General Corporation Law of Delaware.
6.6     Conflicts.
No indemnification or advance shall be made under this 
Article VI, except where such indemnification or advance is mandated by 
law or the order, judgment or decree of any court of competent 
jurisdiction, in any circumstance where it appears:
(a)     That it would be inconsistent with a provision of the 
certificate of incorporation, these Bylaws, a resolution of the 
stockholders or an agreement in effect at the time of the accrual of the 
alleged cause of the action asserted in the proceeding in which the 
expenses were incurred or other amounts were paid, which prohibits or 
otherwise limits indemnification; or
(b)     That it would be inconsistent with any condition 
expressly imposed by a court in approving a settlement.
ARTICLE VII
RECORDS AND REPORTS
7.1     Maintenance And Inspection Of Records.
The corporation shall, either at its principal executive 
offices 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.
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.
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 or her 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.
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 certifi-
cates, 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 chief executive officer or the president or 
vice-president, and by the chief financial officer 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 or she 
were such officer, transfer agent or registrar at the date of issue.
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 previously 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 the owner's 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.
The directors of the corporation, subject to any restrictions 
contained in (a) the General Corporation Law of Delaware or (b) the 
certificate of incorporation, may declare and pay dividends upon the 
shares of its capital stock.  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 corporation may adopt a corporate seal, which may be 
altered at pleasure, and may use the same by causing it or a facsimile 
thereof, to be impressed or affixed or in any other manner reproduced.
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.
ARTICLE IX
AMENDMENTS
The Bylaws of the corporation may be adopted, amended or 
repealed by the stockholders entitled to vote; provided, however, that 
the corporation may, in its certificate of incorporation, confer the 
power to adopt, amend or repeal Bylaws upon the directors.  The fact that 
such power has been so conferred upon the directors shall not divest the 
stockholders of the power, nor limit their power to adopt, amend or 
repeal Bylaws.