EXHIBIT 3.2

                                     BY-LAWS
                                       OF

                         TRANSPIRATOR TECHNOLOFIES, INC.

                            (A Delaware Corporation)

                                    ARTICLE I

                               Offices and Agents

         Section 1.1. Registered Office. The corporation shall have and maintain
in the State of Delaware a registered office which may, but need not be, the
same as its place of business.

         Section 1.2. Other Offices. The corporation may also have offices and
places of business at such places within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
corporation may require.

         Section 1.3. Registered Agent. The corporation shall have and maintain
in the State of Delaware a registered agent, which agent may be either an
individual resident in the State of Delaware whose business office is identical
with the corporation's registered office, or a Delaware corporation (which may
be itself) or a foreign corporation authorized to transact business in the State
of Delaware, having a business office identical with such registered office.

                                   ARTICLE II

                             Stock and Stockholders

         Section 2.1. Certificates Representing Stock. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of, the corporation by the Chairman or Vice-Chairman of the Board or by the
President or Executive Vice- President and by the Treasurer or an Assistant
Treasure or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. The
certificates for shares of stock of the corporation shall be in such form as
shall be determined by the Board of Directors, shall have set forth thereon any
statements prescribed by statute, and shall be numbered and entered in the stock
ledger of the corporation as they are issued. Any and all signatures on any such
certificate may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such 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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         Section 2.2 Lost Certificates. The Board of Directors may direct that a
new share certificate be issued in place of any certificate theretofore issued
by the corporation, which has been mutilated or which is alleged to have been
lost, stolen or destroyed, upon presentation of each such mutilated certificate
or the making by the person claiming any such certificate to have been lost,
stolen or destroyed of an affidavit as to the fact and circumstances of the
loss, theft or destruction thereof, or complying with such other procedures as
may be established by the Board of Directors. The Board of Directors, in its
discretion and as a condition precedent to the issuance of any new certificate,
may require the owner of any certificate alleged to have been lost, stolen or
destroyed, or his legal representative, to furnish the corporation with a bond,
in such sum and with such surety or sureties as it may direct, as indemnity
against any claim that may be made against the corporation on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.

         Section 2.3. Fractions of Shares. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto; (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer from which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the share for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.

         Section 2.4. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the corporation by
the shall be made only on the stock ledger of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.

         Section 2.5. Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent over corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the 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) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no record date is fixed, the record date for determining


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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; 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; and 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 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,

         Section 2.6.  Meeting of Stockholders.

         2.6.1. Time and Place. All the meetings of stockholders shall be held
at such time and such place, whether within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

         2.6.2. Annual Meetings. An annual meeting of stockholders, commencing
with the year 1988, shall be held on the third Wednesday in June of each year,
or if such day is a legal holiday, on the next business day following; provided,
that if the Board of Directors shall determine that in any year it is not
advisable or convenient to hold the meeting on such day, then in such year the
annual meeting shall instead be held on such other day, not more than thirty
(30) days before or after the third Wednesday in June and not a legal holiday,
as the Board shall prescribe. At each annual meeting, the stockholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.

         2.6.3. Special Meetings. Special meetings of stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
President or the Board of Directors. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         2.6.4. Notice of Meetings. Written notice of each meeting of
stockholders, stating the place, date and hour thereof, and, in the case of a
special meeting, specifying the purpose or purposes thereof, shall be given to
each stockholder entitled to vote thereat not less than ten (10) days nor more
than sixty (60) days prior to the meeting, except that where the matter to be
acted on is a merger or consolidation of the corporation of a sale, lease or
exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) days nor more than sixty (60) days prior to such
meeting. If a meeting is adjourned to another time and place, 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. 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.

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         2.6.5. Business Before a Special Meeting. To be properly brought before
the meeting, business must be either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing, either by personal delivery or by the
United States mail, postage prepaid, to the Secretary of the Company not later
than 90 days prior to the meeting anniversary date of the immediately preceding
annual meeting. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the shareholders proposing such business, (iii) the class
and number of shares of the Company which are beneficially owned by the
shareholder and (iv) any material interest of the shareholder in such business.

         Not withstanding anything in the By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.6.5 of Article 2, provided, however, that
nothing in this section 2.6.5 of Article 2 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting.

         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.6.5 of
Article 2 and if he should so determine, which determination shall be
conclusive, he shall solely declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

         2.6.6 Stockholder List. The Secretary of the corporation shall prepare
and make, or cause to be prepared and made, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders, 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 or other municipality or
community 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 the whole time thereof, and may be inspected by any stockholder who
is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
subsection or the books of the corporation, or to vote in person or by proxy at
any meeting of stockholders.

         2.6.7 Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of a majority of stock of the
corporation issued and outstanding and entitled to vote thereat, present in
person or by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at each meeting of stockholders. If a quorum shall not


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be present at the time fixed for any meeting, the stockholders present in person
or by proxy and entitled to vote thereat shall have power to adjourn the meeting
from time to time, without notice other than an announcement at the meeting of
the place, date and hour of the adjourned meeting, until a quorum shall be
present; and at any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted had a quorum
been present at the time originally fixed for the meeting.

         2.6.8 Conduct of Meeting. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting: the Chairman of the Board, Vice-Chairman of the Board, the
President, the Executive Vice-President, a Vice President, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the chairman of the meeting shall appoint
a secretary of the meeting. The Board of Directors of the Company shall be
entitled to make such rules or regulations for the conduct of meetings of
shareholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are necessary, appropriate or convenient for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such
meeting to shareholders of record of the Company and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry, at the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board of Directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules or parliamentary procedures.

         2.6.9 Voting. Except as otherwise provided by statute or by the
Certificate of Incorporation, at any meeting of stockholders each stockholder
shall be entitled to one vote for each outstanding share of stock of the
corporation standing in such holder's name on the books of the corporation as of
the record date for determining the stockholders entitled to notice of and to
vote at such meeting. At any meeting of stockholders at which a quorum is
present, all elections shall be determined by plurality vote and all other
matters shall be determined by the vote of the holders of a majority of the
shares present in person or by proxy and entitled to vote, unless the matter is
one with respect to which, by express provision of statute, the Certificate of
Incorporation or there By-Laws, a different vote is required, in which case such
express provision shall govern and control the determination of such matter.

         2.6.10 Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent to corporate action
in writing without a meeting. Every proxy must be signed by the stockholder or


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by his attorney-in-fact. No proxy shall be voted or acted upon after three years
from its date unless such proxy provides for a longer period.

         2.6.11 Inspectors of Election. The Board of Directors, in advance of
any meeting of stockholders, may, but need not, appoint one or more inspectors
of election to act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed in advance of the meeting, the person presiding at
the meeting, may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector before
entering upon the discharge of his duties shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.

         Section 2.7. Action of Stockholders Without a Meeting. Any action
required or permitted to be taken at an annual or special meeting of
stockholders by statute, the Certificate of Incorporation or these By-Laws, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such an action at a meeting at
which all shares entitled to vote thereon were present and voted. Where any
action is taken in such manner by less that unanimous written consent, prompt
written notice of the taking such action shall be given to all stockholders who
have not consented in writing thereto.

                                   ARTICLE III

                                    Directors

         Section 3.1 Board of Directors. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors. The Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things on its behalf as are not by
statute or by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders. Without limiting the
generality of the preceding sentence, the Board of Directors is expressly
authorized to exercise all of the power of the corporation to borrow or raise
moneys and to execute, accept, endorse and deliver as evidence of such borrowing
all kinds of securities; and to secure the payment and performance of the
obligations thereunder by mortgage on, pledge of, or other security interest in,
the whole or any part of the property, assets and income of the corporation.

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         Section 3.2. Qualifications. Directors need not be stockholders of the
corporation, citizens of the United States or residents of the State of
Delaware.

         Section 3.3. Number. The number of directors constituting the whole
Board of Directors shall be such odd number of Directors not less than three (3)
no more than fifteen (15) as fixed from time to time by resolution of the Board
or by the stockholders or, if the number of directors constituting the whole
Board is not so fixed, the number shall be three (3); provided, that no decrease
in the number of directors shall shorten the term of any incumbent director.

         Section 3.4. Nominations. Nominations for the election of directors may
be made by the Board of Directors or a committee appointed by the board of
Directors or by any shareholder entitled to vote in the election of directors
generally. However, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery or by the
United States mail, postage prepaid, to the Secretary of the Company not later
than (i) with respect to an election to be held at an annual meeting of
shareholders, 90 days prior to the anniversary date of the immediately preceding
annual meeting; and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business on
the tenth day following the date on which notice of such meeting is first given
to shareholders. Each such notice shall set forth: (a) the name and address of
the shareholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the shareholder is a holder of record
of stock of the Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a director of the
Company if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

         Section 3.5. Election and Tenure. With the exception of the first Board
of Directors named in the Certificate of Incorporation, and except as otherwise
permitted in these By-Laws, directors shall be elected at the annual meeting of
stockholders in accordance with these By-Laws and the Corporation's Certificate
of Incorporation. Each director shall hold office for a term expiring at the
annual meeting of stockholders next succeeding his election and until his
successor is elected and has qualified or until his earlier displacement from
office by resignation, removal or otherwise. Any director shall be eligible for
re-election.

         Section 3.6. Resignation and Removal. Any director may resign at any
time by written notice to the corporation. Any director or the whole Board of
Directors may be removed, with cause, by the holders of a majority of the shares
entitled to vote at an election of directors, and any director or the whole


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board of directors may be removed without cause by the holders of a majority of
the shares of the Class then entitled to vote for the election of the director
or directors sought to be removed; but any such removal shall be without
prejudice to the rights, if any, of the director so removed under any contract
of service or other agreement with the corporation.

         Section 3.7. Vacancies. Any vacancy in the Board of Directors occurring
by reason of death, resignation or disqualification of any director, the removal
of any director from office for cause or without cause, an increase in the
number of directors, or otherwise, may be filled by a majority of the directors
then in office elected by the holders of the shares of the Class entitled to
vote at an election of directors for the vacancy sought to be filled, although
such majority is less than a quorum, or by the sole remaining director of such
class, or by the stockholders of such class. Each director elected to fill a
vacancy shall hold office for a term expiring at the next succeeding annual
meeting of stockholders and until his successor is elected and has qualified or
until his earlier displacement from office by resignation, removal or otherwise.
If one or more directors shall resign from the Board effective at a future date,
a majority of the directors then in office, including those who have so
resigned, elected by the holders of the shares of the Class entitled to vote at
an election of directors for the vacancy sought to be filled, may fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations become effective, and each director so chosen shall hold office as
provided in this section in the filling of other vacancies.

         Section 3.8. Meetings of the Board.

         3.8.1. First Meeting. The directors elected by the incorporator of the
corporation and at each subsequent annual meeting of stockholders shall hold
their first meeting as soon as practicable following the date of their election,
and in any event within thirty (30) days after each annual meeting of
stockholders, at such time and place as shall be fixed by resolution of the
Board of Directors prior to the annual meeting or by the consent in writing of
all the newly-elected directors, for the purpose of choosing the officers of the
corporation and for the transaction of such other business as may properly be
brought before the meeting, and no notice of such meeting to the newly-elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present.

         3.8.2. Regular Meetings.Regular meetings of the Board of Directors may
be held, without notice, at such times and places as shall from time to time be
fixed in advance by resolution of the Board.

         3.8.3. Special Meetings.Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President, and, at the written
request of a majority of the members of the whole Board, shall be called by the
Chairman of the Board, the President or the Secretary. Notice of each special
meeting of directors, stating the time and place of the meeting and the purpose
or purposes thereof, shall be given to each director at least twenty-four (24)
hours before such meeting. The time and place of any special meeting of
directors may also be fixed by a duly executed waiver of notice thereof.

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         3.8.4 Chairman of the Meeting. The Chairman of the Board, if present
and acting, shall preside at all meetings of the Board of Directors. Otherwise,
the Vice-Chairman, the President, if present and acting, or any other director
chosen by the Board, shall preside.

         Section 3.9. Committees of the Board

         3.9.1. Designation. The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate one or more committees, each
committee to consist of two (2) or more directors. The Board of Directors may
from time to time remove members from, or add members to, any committee. Each
such committee, to the extent provided in the resolution designating it, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it.
However, no such committee shall have power or authority in reference to: (a)
amending the Certificate of Incorporation; (b) adopting an agreement of merger
or consolidation; (c) recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets;
(d) recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution; or (e) amending these By-Laws; and, unless
expressly so provided by resolution of the Board, no such committee shall have
power or authority in reference to: (i) declaring a dividend; or (ii)
authorizing the issuance of shares of stock of the corporation of any class.

         3.9.2. Alternate Members. The Board of Directors 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 the 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.

         3.9.3. Tenure; Reports; Procedures. Each such committee shall serve at
the pleasure of the Board of Directors. It shall keep minutes of its meetings
and report the same to the Board of Directors as and when requested by the
Board, and it shall observe such other procedures with respect to its meetings
as are prescribed in these By-Laws or, to the extent not prescribed herein, as
may be prescribed by the Board of Directors.

         Section 3.10. Quorum and Voting. At all meetings of the Board of
Directors or any committee of the Board, a majority of the whole Board or of the
entire membership of such committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, except when a vacancy or
vacancies prevents such a majority, whereupon a majority of the directors in
office or appointed to such committee shall constitute a quorum, provided that
such majority shall constitute at least one-third of the whole Board or
membership of the committee, as the case may be. The vote of a majority of the
directors or members of the committee present at any meeting in which a quorum
is present shall be the act of the Board of Directors or of such committee,
except as may be otherwise specifically provided by statute or the Certificate


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of Incorporation or these By-Laws. Common or interested directors maybe counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee of the Board which authorizes a contract or transaction
between the corporation and one or more of its directors, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of the directors of the corporation are
directors or officers, or have a financial interest. If a quorum shall not be
present at any meeting of the Board of Directors or any committee of the Board,
the members of the Board or such committee present thereat may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum shall be present.

         Section 3.11. Telephone Participation. Members of the Board of
Directors or of any committee of the Board may participate in a meeting of the
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting in accordance with this section shall
constitute presence in person at such meeting.

         Section 3.12. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

         Section 3.13. Compensation. The Board of Directors is authorized to
make provision for reasonable compensation to its members for their services as
directors and to fix the basis and conditions upon which this compensation shall
be paid. Any director may also serve the corporation in any other capacity and
receive compensation therefore in any form.

         Section 3.14. Reliance on Books and Records. A member of the Board of
Directors or of any committee thereof designated by the Board as provided in
these By-Laws, shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or reports made to the
corporation by any of its officers, or by an independent certified public
accountant or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the corporation.

                                   ARTILCE IV

                                     Notices

         Section 4.1. Delivery of Notices. Notices to directors and stockholders
may be delivered personally or by mail. A notice by mail shall be deemed to be
given at the time when it is deposited in the post office or a letter box,
enclosed in a post-paid sealed wrapper and addressed to the person entitled to
notice at his address appearing on the books of the corporation, unless any such
person shall have filed with the Secretary of the corporation a written request
that notices intended for him be mailed or delivered to some other address, in
which case the notice shall be mailed to or delivered at the address designated
in such request. Notice to any director may also be given by telephone, by
telegram, or by leaving the notice at the residence or usual place of business
of the director.

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         Section 4.2. Waiver of Notice.Whenever notice is required to be given
by statute, the Certificate of Incorporation or these By-Laws, 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,
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 By-Laws.

                                    ARTICLE V

                                    Officers

         Section 5.1. Executive Officers. The executive officers of the
corporation shall be a Chairman of the Board, a President, a Chief Executive
Officer, a Treasurer, a Chief Financial Officer, a Chief Operating Officer, a
Secretary and, if deemed necessary, expedient or desirable by the Board of
Directors, an Executive Vice-President and one or more other Vice Presidents.
The Chairman of the Board, President, Chief Executive Officer and Chief
Operating Officer shall be selected from among the directors, but no other
executive officer need be a member of the Board of Directors. Two or more
offices may be held by the same person, but no office shall execute, acknowledge
or verify any instrument in more than one capacity. The executive officers of
the corporation shall be elected annually by the Board of Directors at its first
meeting following the meeting of stockholders at which the Board was elected.

         Section 5.2. Other Officers and Agents.The corporation may also have
such other officers which such titles and duties as shall be stated in theses
By-Laws or in a resolution of the Board of Directors which is not inconsistent
with these By-Laws. The Board of Directors may elect, or may delegate to the
Chairman of the Board or President authority to appoint and remove, and to fix
the duties, compensation and terms of office of, one or more Assistant
Treasurers and Assistant Secretaries and such other officers and agents as the
Board may at any time or from time to time determine to be advisable.

         Section 5.3. Tenure; Resignation; Removal. Each officer of the
corporation shall hold office until his successor is elected or appointed or
until his earlier displacement from office by resignation, removal or otherwise;
provided, that if the term of office of any officer elected or appointed
pursuant to Section 5.2 of these By-Laws shall have been fixed by the Board of
Directors or by the Chairman of the Board or President acting under authority
delegated t him by the Board, he shall cease to hold such office not later than
the date of expiration of such term, regardless of whether any other person
shall have been elected or appointed to succeed him. Any officer may resign at
any time by giving written notice to the corporation and may be removed for
cause or without cause by the Board of Directors, or by the Chairman of the
Board or President acting under authority delegated to him by the Board of
Directors pursuant to Section 5.2 of these By-Laws; provided, that any such


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removal shall be without prejudice to the rights, if any, of the officer so
removed under any contract of service or other agreement with the corporation.

         Section 5.4. Compensation. The compensation of all officers of the
corporation shall be fixed by the Board of Directors, or by the Chairman of the
Board or President acting under authority delegated to him by the Board of
Directors pursuant to Section 5.2 of these By-Laws.

         Section 5.5. Authority and Duties. All officers as between themselves
and the corporation, shall have such authority and perform such duties in the
management of the corporation as may be provided in these By-Laws, or, to the
extent not so provided, as may be prescribed by the Board of Directors, or by
the Chairman of the Board or President acting under authority delegated to him
by the Board of Directors pursuant to Section 5.2 of these By-Laws.

         Section 5.6. The Secretary. The Secretary shall attend all meetings of
the stockholders and the Board of Directors and shall record the minutes of all
proceedings taken at such meetings, or maintain all documents evidencing
corporate actions taken by written consent of the stockholders or of the Board
of Directors, in a book to be kept for that purpose; and he shall perform like
duties for any committees of the Board of Directors when required. He shall see
to it that all notices of meetings of the stockholders and of special meetings
of the Board of Directors are duly given in accordance with these By-Laws or as
required by statute; he shall be the custodian of the seal of the corporation,
and, when authorized by the Board of Directors, he shall cause the corporate
seal to be affixed to any document requiring it, and, when so affixed, attested
by his signature as Secretary; and he shall perform such other duties as may
from time to time be prescribed by the Board of Directors.

                                   ARTICLE VI

                               General Provisions

         Section 6.1. Dividends and Distributions; Reserves. Subject to all
applicable provisions of law, the Certificate of Incorporation and any indenture
or other agreement to which the corporation is a party or by which it is bound,
the Board of Directors may declare to be payable, in cash, in other property or
in shares of the corporation of any class or series, such dividends and
distributions upon or in respect of outstanding shares of the corporation of any
class or series as the Board may at any time or from time to time deem to be
advisable. Before declaring any such dividend or distribution, the Board of
Directors may cause to be set aside, out of any funds or other property or
assets of the corporation legally available for the payment of dividends or
distributions, such sum or sums as the Board, in their absolute discretion, may
consider to be proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board may deem conducive to the
interest of the Corporation and the Board may modify or abolish any such reserve
in the manner in which it was created.

         Section 6.2. Checks, Notes, Etc. All checks or other orders for the
payment of money, all notes or other instruments evidencing indebtedness of the


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corporation and all receipts for money paid to the Corporation shall be signed,
drawn, accepted, endorsed or otherwise executed on its behalf, as the case may
be, in such a manner and by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate. The Board of
Directors may authorize the use of facsimile signatures of any officer or
employee in lieu of manual signatures.

         Section 6.3. Fiscal Year. The fiscal year of the corporation shall be
fixed, and may from time to time be changed, by resolution of the Board of
Directors; provided, that if a different fiscal year shall not have been fixed
by the Board on or before December 31, 1987, the first fiscal year of the
corporation shall end on that date, and thereafter, unless and until the Board
shall fix a different fiscal year, it shall be the calendar year.

         Section 6.4. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

         Section 6.5. Voting of Securities of Other Corporations. In the event
that the Corporation shall at any time or from time to time own and have power
to vote any securities (including but not limited to shares of stock) of any
other issuer, they shall be voted by such person or persons, to such extent and
in such manner as may be determined by the Board of Directors.

                                   ARTICLE VII

                                    Amendment

         A majority of the whole Board of Directors shall have the power, by
resolution, to amend or repeal these By-Laws or to adopt new by-laws; provided,
however, that such power shall not divest the stockholders of the power, nor
limit their power, to adopt, amend or repeal by-laws.

                                  ARTICLE VIII

              Indemnification of Directors, Officers and Employees

         Except to the extent expressly prohibited by the Delaware Corporation
Law, the Corporation shall indemnify each person made or threatened to be made a
party to any action or proceeding, whether civil or criminal, by reason of the
fact that such person or such person's testator or intestate is or was a
director, officer or employee of the Corporation, or serves or served at the
request of the Corporation, any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgment, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection with such action or
proceedings, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided


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further that no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the Corporation has given its prior consent to such
settlement or other disposition.

         The Corporation may advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is ultimately found
not to be entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced or reimbursed exceed the amount to which
such person is entitled, provided, however, that such person shall cooperate in
good faith with any request by the Corporation that common counsel be utilized
by the parties to an action or proceeding who are similarly situated unless to
do so would be inappropriate due to actual or potential differing interests
between or among such parties.

         Nothing herein shall limit or affect any right of any person otherwise
that hereunder to indemnification or expenses, including attorneys' fees, under
any statute, rule, regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.

         Anything in these By-Laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely affecting
the right of any person to indemnification or advancement of expenses hereunder
shall be effective until the 60th day following notice to such person or such
action, and no elimination of or amendment to this by-law shall deprive any
person of his or her rights hereunder arising out of alleged or actual
occurrences, acts or failures to act prior to such 60th day.

         The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director, officer or employee of
the Corporation and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

         The Corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise.

         In case any provision in this by-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the


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Corporation to afford indemnification and advancement of expenses to its
directors, officers and employees, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.

         For purposes of this by-law, the Corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the Corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law, the term "Corporation"
shall include any legal successor to the Corporation, including any corporation
which acquires all or substantially all of the assets of the Corporation in one
or more transactions.

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