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                                                                     Exhibit 3.3

                                       BY-LAWS
                                          OF
                              WYNN'S INTERNATIONAL, INC.
                            AS AMENDED ON FEBRUARY 5, 1997
                                           


                                      ARTICLE I
                                       OFFICES
                                           
     Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
     
     Section 2.  The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
     
     
                                      ARTICLE II
                               MEETINGS OF STOCKHOLDERS
                                             
     Section 1.  All meetings of the stockholders for the election of directors
shall be held in the City of Fullerton, State of California, at such place as
may be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting. 
Meetings of stockholders for any other purpose may be held at such time and
place, 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.
     
     Section 2.  Annual meetings of stockholders, commencing with the year
1977, shall be held on the fourth Wednesday of April if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote by written ballot the successors to the class of directors
whose terms shall expire in that year, and transact such other business as may
properly be brought before the meeting.
     
     Section 3.  Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.
     
     Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, or cause to be prepared and made, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open


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to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
     
     Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the board of
directors.
     
     Section 6.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
     
     Section 7.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
     
     Section 8.  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 shall not be present or represented at
any meeting of the stockholders, 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 shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty 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.
     
     Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
     
     Section 10.  Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such


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stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
     
     Section 11.  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, 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 action at a meeting at which all shares entitled to vote thereon
were present and voted.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
     
     
                                     ARTICLE III
                                      DIRECTORS
                                           
     Section 1.  The number of directors which shall constitute the whole board
shall be eight (8) and shall be classified with respect to the time for which
they shall severally hold office by dividing them into three (3) classes, Class
I and Class III each shall consist of three (3) directors and Class II shall
consist of two (2) directors.  All directors of the corporation shall hold
office until their successors are duly elected and qualified. The directors of
Class I shall hold office until the annual meeting of stockholders of the
corporation to be held in 1974 and until their successors are duly elected and
qualified; the directors of Class II shall hold office until the annual meeting
of stockholders of the corporation to be held in 1975 and until their successors
are duly elected and qualified; and the directors of Class III shall hold office
until the annual meeting of stockholders of the corporation to be held in 1976
and until their successors are duly elected and qualified.  In the event of any
increase or decrease in the authorized number of directors (i) each director
then serving as such shall nevertheless continue as a director of the class of
which he or she is a member until the expiration of his or her current term, or
his or her death, retirement, resignation, or removal, and (ii) the
newly-created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board among the three classes of directors
so as to maintain the number of directorships in such classes as nearly equal as
possible.  At each annual meeting of the stockholders of the corporation, the
successors to the class of directors whose terms shall expire in that year shall
be elected to hold office for a term of three (3) years, so that the term of
office of one class of directors shall expire in each year.
     
     Section 2.  Vacancies in the board of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and any director so chosen shall hold office for the
remainder of the full term of the director whose place he has been elected to
fill and until his successor is duly elected and shall


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qualify.  If there are no directors in office, then an election of directors may
be held in the manner provided by statute.
     
     A vacancy or vacancies in the board of directors shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
stockholders fail at any annual or special meeting of stockholders at which any
director or directors are elected to elect the full authorized number of
directors to be voted for at that meeting, or if there are newly created
directorships resulting from any increase in the authorized number of directors.
     
     If, at the time of filling any vacancy, the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten 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.
     
     Section 3.  The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things 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.  The Chairman of the board of directors shall preside at
all meetings of the stockholders and of the board of directors.
     
     
                          MEETING OF THE BOARD OF DIRECTORS
                                             
     Section 4.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
     
     Section 5.  Immediately following each annual meeting of stockholders and
at the place thereof, or at such other time and place as shall be fixed by
resolution of the board of directors prior to the annual meeting of the
stockholders, the board of directors shall hold a meeting for the purpose of
organization, election of officers, and the transaction of such other business
as they deem necessary.  Notice of such meetings is hereby dispensed with.  In
the event a meeting of the board of directors is not held immediately after the
annual meeting of the stockholders, or in the event the board of directors fails
to fix the time and place for such meeting, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
     
     Section 6.  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.


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     Section 7.  Special meetings of the board may be called by the President
on two (2) days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of two directors.
     
     Section 8.  At all meetings of the board a majority 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 shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
     
     Section 9.  Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, 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.
     
     Section 10.  Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the board of directors or any
committee thereof may participate in a meeting of such 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, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.
     
     
                               COMMITTEES OF DIRECTORS
                                             
     Section 11.  The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation.  The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the board of directors, 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; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the


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stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the By-Laws of the corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
     
     Section 12.  Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
     
     
                              COMPENSATION OF DIRECTORS
                                           
     Section 13.  Unless otherwise restricted by the Certificate of
Incorporation, the board of directors shall have the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
     
     
                                      ARTICLE IV
                                       NOTICES
                                             
     Section 1.  Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail. 
Notice to directors may also be given by telegram.
     
     Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
     

                                      ARTICLE V
                                       OFFICERS
                                             
     Section 1.  The officers of the corporation shall be chosen by the board
of directors and shall be a Chairman of the Board, a President, one or more Vice
Presidents,


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a Secretary and a Treasurer.  The board of directors may also choose one or more
Assistant Secretaries and Assistant Treasurers.  Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these
By-Laws otherwise provide.
     
     Section 2.  The board of directors at its first meeting after each annual
meeting of stockholders shall choose a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary and a Treasurer.
     
     Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
     
     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
     
     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
     
     
                              THE CHAIRMAN OF THE BOARD
                                             
     Section 6.  The Chairman of the Board shall be the Chief Executive Officer
of the corporation, shall preside at all meetings of the stockholders and of the
board of directors and shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
     
     
                                    THE PRESIDENT
                                             
     Section 7.  Subject to the supervisory powers of the Chairman of the
Board, the President shall be the Chief Operating Officer of the corporation,
and, in the absence of the Chairman of the Board, shall preside at all meetings
of the stockholders, and at all meetings of the board of directors and perform
such other duties as may be assigned to him from time to time by the board of
directors or the By-Laws.
     
     Section 8.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
     

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                                 THE VICE PRESIDENTS
                                             
     Section 9.  In the absence of the President or in the event of his
inability or refusal to act, the Vice Presidents in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and subject to all the restrictions upon the
President.  The Vice Presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
     
     
                        THE SECRETARY AND ASSISTANT SECRETARY
                                             
     Section 10.  The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required.  He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
President, under whose supervision he shall be.  He shall have custody of the
corporate seal of the corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary.  The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
     
     Section 11.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
     
     
                        THE TREASURER AND ASSISTANT TREASURERS
                                             
     Section 12.  The Treasurer shall have the custody of the corporate funds
and securities 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 effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
     
     Section 13.  He 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 President and the board of directors, at
its regular meetings, or when the board of


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directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the corporation. 
     
     Section 14.  If required by the board of directors, he shall give 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 to 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.
     
     Section 15.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
     
     
                                      ARTICLE VI
                                CERTIFICATES OF STOCK
                                             
     Section 1.  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 of directors, or the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares owned by
him in the corporation.  If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualification,
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 which the
corporation shall issue to represent such class or series of stock, provided
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 which 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,
designations, preferences and relative, participating, optional or other special
rights or each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
     
     Section 2.  Any of or all the signatures on the certificate may be
facsimile.  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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                                  LOST CERTIFICATES
                                             
     Section 3.  The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
     
     
                                  TRANSFERS OF STOCK
                                             
     Section 4.  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 upon its books.
     
     
                                  FIXING RECORD DATE
                                             
     Section 5.  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 to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  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.
     
     
                               REGISTERED STOCKHOLDERS
                                             
     Section 6.  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, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim


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to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.
     
     
                                     ARTICLE VII
                                  GENERAL PROVISIONS
                                      DIVIDENDS
                                             
     Section 1.  Dividends upon the capital stock of the corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law. 
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
     
     Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meeting contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
     
     
                                        CHECKS
                                             
     Section 3.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
     
     
                                     FISCAL YEAR
                                             
     Section 4.  The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
     
     
                                         SEAL
                                             
     Section 5.  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 reproduced or otherwise.
     

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                    REPRESENTATION OF SHARES OF OTHER CORPORATIONS
                                             
     Section 6.  The President or any Vice President and the Secretary or
Assistant Secretary of this corporation are 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 herein granted to said officers to vote or represent
on behalf of this corporation any and all shares held by this corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officers.
     
     
                                   INDEMNIFICATION
                                             
     SECTION 7.1  POLICY.  It is the policy and intention of the corporation to
provide to its officers and directors broad and comprehensive indemnification
from liability to the full extent permitted by law.
     
     SECTION 7.2  RIGHT TO INDEMNIFICATION.  Each person who was or is a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is an alleged
action or inaction in an official capacity or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent permitted by the laws of
Delaware, as the same exists or may hereafter be amended, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; PROVIDED, HOWEVER, that except
as provided in Section 7.3 hereof, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.  The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; PROVIDED,
HOWEVER, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final 


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disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director of
officer is not entitled to be indemnified under this Article or otherwise.  The
corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
     
     SECTION 7.3  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under this
Article is not paid in full by the corporation within thirty days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim.  It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, is required, has been tendered to the
corporation) that the claimant has failed to meet a standard of conduct which
makes it permissible under Delaware law for the corporation to indemnify the
claimant for the amount claimed.  Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
actions  that  indemnification  of  the  claimant  is  permissible in the
circumstances because he or she has met such standard of conduct, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such standard
of conduct, shall be a defense to the action or create a presumption that the
claimant has failed to meet such standard of conduct.
     
     SECTION 7.4  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
     
     SECTION 7.5  INSURANCE.  The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expenses,
liability or loss under Delaware law.
     
     SECTION 7.6  EXPENSES AS A WITNESS.  To the extent that any director,
officer, employee or agent of the corporation is by reason of such position, or
a position with another entity at the request of the corporation, a witness in
any action, suit or proceeding, he or she shall be indemnified against all costs
and expenses actually and reasonably incurred by him or her or on his or her
behalf in connection therewith.


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     SECTION 7.7  INDEMNITY AGREEMENT.  The corporation may enter into
agreements with any director, officer, employee or agent of the corporation to
the fullest extent permitted by Delaware law.
     
     SECTION 7.8  EFFECT OF REPEAL OR MODIFICATION.  Any repeal or modification
of this Section 7 shall not result in any liability for a director with respect
to any action or omission occurring prior to such repeal or modification.
     
     
                                     ARTICLE VIII
                                      AMENDMENTS
                                             
     Section 1.  These By-Laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new by-laws be contained in
the notice of such special meeting.


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