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                    BY-LAWS OF VICTORMAXX TECHNOLOGIES, INC.

                                    ARTICLE I

                                     OFFICES

         The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the 1st day of April each year for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the president, by the board of directors or by the holders of not
less than one-fifth of all the outstanding shares entitled to vote on the matter
for which the meeting is called.

         SECTION 3. PLACE OF MEETING. The board of directors may designate any
place as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting is otherwise called, the place of meeting shall be at the offices of the
corporation.

         SECTION 4. NOTICE OF MEETINGS. Written notice stating 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, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, secretary, or
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his or
her address as it appears on the records of the corporation, with postage
thereon prepaid.


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         SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
identity of the shareholders entitled to notice of or to vote at any meeting of
shareholders, or to receive payment of any dividend, or for determining the
identity of the shareholders for any other proper purpose, the board of
directors of the corporation may fix in advance a record date which shall not be
more than sixty days and, for a meeting of shareholders, not less than ten days,
or in the case of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, not less than twenty days, before the date of such
meeting. If no record date is fixed, the record date for determining the
identity of the shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the date on which notice of the meeting is mailed, and the
record date for determining the identity of shareholders entitled to receive
payment of a dividend shall be the date on which the resolution of the board of
directors declaring such dividend is adopted.

         SECTION 6. VOTING LISTS. At some time before the earlier of (i) the
date twenty days after the record date for a meeting of shareholders and (ii)
the date ten days before such meeting, the officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
shareholder. Such list shall be kept on file at the registered office of the
corporation and shall be open to inspection by any shareholder, and to copying
at the shareholder's expense, at any time during usual business hours for a
period of ten days prior to such meeting. Such list shall also be produced and
kept open at the time and place of the meeting and may be inspected by any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in this State, shall be prima facie
evidence as to the identity of the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of shareholders.

         SECTION 7. QUORUM. The holders of a majority of the outstanding shares
of the corporation, present in person or represented by proxy, shall constitute
a quorum at any meeting of shareholders; but in no event shall a quorum consist
of less than one third of the outstanding shares entitled to vote.

         SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy by signing an appointment form and delivering it to the person(s)
appointed. No proxy shall


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be valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

         SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Business Corporation Act or the articles of
incorporation.

         SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered in
the name of another corporation, domestic or foreign, may be voted by any
officer, agent, proxy or other legal representative authorized to vote such
shares under the law of incorporation of such corporation.

         Shares registered in the name of a deceased person, a minor ward or a
person under legal disability, may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.

         Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the


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corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as is the record of shareholders of the corporation, and shall be
subject to examination by any holder of a beneficial interest in the voting
trust, either in person or by agent or attorney, at any reasonable time for any
proper purpose.

          Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares entitled to vote
at any given time.

         SECTION 11. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.

          Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by him or,
if there is more than one inspector, by a majority of them. If there is more
than one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie
evidence thereof.

          SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote if a consent in writing, setting forth the action so taken, shall be signed
(i) by the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voting if 5
days' prior written notice of the proposed action is given in writing to all
of the shareholders


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entitled to vote with respect to the subject matter thereof, or (ii) by all of
the shareholders entitled to vote with respect to the subject matter thereof.

         SECTION 14. VOTING BY BALLOT. Voting on any question or in any election
may be by voice unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. GENERAL POWERS. The business of the corporation shall be
managed by or under the direction of its board of directors.

         SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than three and not more than eleven. Each
elected director shall hold office until the next annual meeting of shareholders
or until his or her successor shall have been elected and qualified. The
director need not be a resident of Illinois or shareholder of the corporation.
The number of directors may be increased or decreased from time to TIME BY THE
AMENDMENT OF THIS SECTION; but no decrease shall have the effect or shortening
the term of any incumbent director. [RR: THIS HAS BEEN REVISED AND S/B
REPHRASED.]

         SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law immediately after
the annual meeting of shareholders. The board of directors may provide by
resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or one of the directors. The
person or persons authorized to call special meetings of the board of directors
may fix any place as the place for holding any special meeting of the board of
directors called by them.

         SECTION 5. NOTICE. Notice of any special meeting shall be given at
least twenty-four hours previous thereto by written or oral notice to each
director at his business address. If written and mailed, such notice shall be
deemed to be delivered when


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deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given in writing and by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegram company. The attendance
of a director at any meeting shall constitute a waiver of notice for such
meeting except where a director attends a meeting for the express purpose of
objecting 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 board of directors need be specified
in the notice or waiver of notice of such meeting.

         SECTION 6. QUORUM. A majority of the number of directors FIXED BY THESE
BY-LAWS shall constitute a quorum for transaction of business at any meeting of
the board of directors. [Ron - this s/b changed]

         SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute or the
articles of incorporation.

         SECTION 8. VACANCIES. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by a vote of a majority of the remaining directors then
in office.

         SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by
the articles of incorporation, any action required to be taken at a meeting of
the board of directors, or any other action which may be taken at a meeting of
the board of directors, or of any committee thereof may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case may be. Any such
consent signed by all the directors or all the members of the committee shall
have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State or with anyone else.

         SECTION 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers,


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or otherwise. By resolution of the board of directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board.

         SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

                                   ARTICLE IV

                                   COMMITTEES

         SECTION 1. EXECUTIVE COMMITTEE. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.

         SECTION 2. OTHER COMMITTEES. The board of directors shall have the
power to create such other permanent and ad hoc committees as the board of
directors may, by resolution, create, each of which shall serve at the pleasure
of the board of directors. All such committees created by the board of directors
shall have only such powers and duties as are provided by the board of
directors. Reports of committees shall be advisory only, except to the extent
provided otherwise by the board of directors.

         SECTION 3. QUORUM AND VOTING. At any meeting of a committee, a majority
of the committee members shall constitute a quorum for the transaction of
business. The vote of a majority of the members of a committee present at a
meeting of the committee at which a


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quorum is present shall be sufficient to take or authorize action upon any
matter which may properly come before the meeting.

                                    ARTICLE V

                                    OFFICERS

         SECTION 1. NUMBER. The officers of the corporation shall be a
president, a vice president, a secretary, a treasurer and such other officers as
may from time to time be elected by the board of directors. Any two or more
offices may be held by the same person.

         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently possible. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified, or until death, resignation or removal in the
manner hereinafter provided. Election of an officer shall not of itself create
contract rights.

         SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

         SECTION 4. PRESIDENT. The president shall be the principal executive
officer of the corporation. Subject to the direction and control of the board of
directors, the president shall be in charge of the business of the corporation;
shall see that the resolutions and directions of the board of directors are
carried into effect, except in those instances in which that responsibility is
specifically assigned to some other person by the board of directors; and, in
general, shall discharge all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.
The president shall preside at all meetings of the shareholders and of the board
of directors. Except in those instances in which the authority to execute is
expressly prescribed by the board of directors or these by-laws, the president
may execute for the corporation certificates for its shares, and any contracts,
deeds, mortgages, bonds, or


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other instruments which the board of directors has authorized to be executed,
and may accomplish such execution either under or without the seal of the
corporation and either individually, or with the secretary, or any other officer
thereunto authorized by the board of directors, according to the requirements of
the form of the instrument. The president may vote all securities which the
corporation is entitled to vote except as and to the extent such authority shall
be vested in a different officer or agent of the corporation by the board of
directors.

         SECTION 5. THE VICE-PRESIDENT. The vice-president shall perform the
functions of president in the absence of the president and such other functions
as are requested by the president.

         SECTION 6. THE SECRETARY. The secretary shall: (a) record the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the register of the post-office address of each shareholder which
shall be furnished to the secretary by such shareholder; (d) sign with the
president, or a vice-president, or any other officer thereunto authorized by the
board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws, (e) have general charge of the stock
transfer books of the corporation; (f) have authority to certify the by-laws,
resolutions of the shareholders and board of directors and committees thereof,
and other documents of the corporation as correct and true copies thereof; (g)
perform all other duties incident to the office of secretary.

         SECTION 7. THE TREASURER. The treasurer shall have custody of the
corporate funds and obligations and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable items in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.
The treasurer shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the board of directors, at regular meetings, or whenever required, an
account of all transactions as treasurer and of the financial condition of the



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corporation. The treasurer shall furnish the corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
of the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation. The premium payable in connection with any such bond shall be paid
by the corporation.

         SECTION 8. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

         SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.


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                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be signed by the president or by such officer as shall be
designated by resolution of the board of directors and by the secretary and
shall be sealed with the seal or a facsimile of the seal of the corporation. If
both of the signatures of the officers be by facsimile, the certificate shall be
manually signed by or on behalf of a duly authorized transfer agent or clerk.
Each certificate representing shares shall be consecutively numbered or
otherwise identified, and shall also state the name of the person to whom
issued, the number of shares, the date of issue and that the corporation is
organized under Illinois law.

         The name and address of each shareholder, the number of shares held and
the date on which the certificates for the shares were issued shall be entered
on the books of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed the owner thereof for all purposes as
regards the corporation.

         SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed, the board of directors may in its discretion
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.

         SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.

                                  ARTICLE VIII

                                   FISCAL YEAR

         The fiscal year of the corporation shall begin on January 1, and end on
December 31 of each year; provided, however, that the


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first fiscal year of the corporation shall begin upon the incorporation of the
corporation and end on December 31, 1994.

                                   ARTICLE IX

                                    DIVIDENDS

         The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions providing by law and its articles of incorporation.

                                    ARTICLE X

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.

                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given under the provisions of
these by-laws, the articles of incorporation or The Business Corporation Act of
the State of Illinois, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
any meeting shall constitute waiver of notice unless the person at the meeting
objects to the holding of it because proper notice was not given.

                                   ARTICLE XII

                                   AMENDMENTS

         These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the directors.


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                                  ARTICLE XIII

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         SECTION 1. The corporation may indemnify any person who was or is a
party, or is threatened to be made a party, in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding. Such indemnification may be made with respect to any civil
action or proceeding only if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interest of the
corporation, and, with respect to any criminal action or proceeding, only if
such person had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         SECTION 2. The corporation may indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action, or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit. Such
indemnification shall be made only if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to the best
interests of the corporation. However, in respect of any claim, issue or matter
in which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or


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her duty to the corporation indemnification shall be made only to the extent
that the court in which such action or suit was brought shall determine, upon
application, that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.

         SECTION 3. To the extent that a director, officer, employee or agent of
the corporation has been successful, on the merits or otherwise, in defense of
any action, suit or proceeding referred to in sections 1 and 2 of this article,
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

         SECTION 4. A determination as to whether indemnification is proper
under the standards set out under sections 1 and 2 of this article shall be made
(a) by a majority vote of a quorum comprised of directors who were not parties
to such action, suit or proceeding, or (b) if no such a quorum is obtainable or
if by a majority vote a quorum of disinterested directors so directs, by written
opinion of independent legal counsel, or (c) by a majority vote of the
stockholders.

         SECTION 5. The board of directors may authorize that expenses incurred
in defending a civil or criminal action, suit or proceeding be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding if the director, officer, employee or agent agrees to repay such
amount if, upon final determination of such action, it shall be determined that
he or she is not entitled to be indemnified by the corporation.

         SECTION 6. The indemnification provided by this article shall not
exclude any other rights to which those seeking indemnification may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         SECTION 7. 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 who is or was serving


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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 and incurred by such person 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 this article.








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