Exhibit 3.2  AMENDED AND RESTATED BY-LAWS  OF  UNIVERSAL HOSPITAL
SERVICES, INC.  A Delaware
Corporation  (Effective May 31, 2007)  ARTICLE IOFFICES  Section 1   Registered Office.
The registered office of the corporation in the State of Delaware shall be
located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, in the County
of Kent. The name of the corporations registered agent at such address shall
be National Registered Agents, Inc. The registered office and/or registered
agent of the corporation may be changed from time to time by action of the
board of directors.  Section 2   Other Offices. 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 IIMEETINGS OF STOCKHOLDERS  Section 1   Place and Time of
Meetings. An annual meeting of the stockholders shall be held each year for
the purpose of electing directors and conducting such other proper business as
may come before the meeting. The date, time and place of the annual meeting may
be determined by resolution of the board of directors or as set by the chief
executive officer of the corporation.  Section 2   Special Meetings. Special
meetings of stockholders may be called for any purpose (including, without
limitation, the filling of board vacancies and newly created directorships),
and may be held at such time and place, within or without the State of
Delaware, as shall be stated in a notice of meeting or in a duly executed
waiver of notice thereof. Such meetings may be called at any time by two or
more members of the board of directors or the chief executive officer and shall
be called by the chief executive officer upon the written request of holders of
shares entitled to cast not less than fifty percent (50%) of the outstanding
shares of any series or class of the corporations Capital Stock.


Section 3   Place of Meetings.
The board of directors may designate any place, either within or without the
State of Delaware, 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 be otherwise called, the place of meeting shall be the
principal executive office of the corporation.  Section 4   Notice. Whenever
stockholders are required or permitted to take action at a meeting, written or
printed notice stating the place, date, time, and, in the case of special
meetings, the purpose or purposes, of such meeting, shall be given to each
stockholder entitled to vote at such meeting not less than 10 nor more than 60
days before the date of the meeting. All such notices shall be delivered,
either personally or by mail, by or at the direction of the board of directors,
the chief executive officer or the secretary, and if mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the stockholder at his, her or its address as the same
appears on the records of the corporation. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends 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.  Section 5   Stockholders List.
The officer having charge of the stock ledger of the corporation shall make, at
least 10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting arranged in alphabetical order,
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 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.  Section 6   Quorum. Except as
otherwise provided by applicable law or by the certificate of incorporation, a
majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time in accordance with Section 7 of this Article, until a quorum
shall be present or represented.  Section 7   Adjourned Meetings.
When 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. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 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.  Section 8   Vote Required. When
a quorum is present, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote on the  2


subject matter shall be the act of the stockholders, unless the
question is one upon which by express provisions of an applicable law 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. Where
a separate vote by class is required, the affirmative vote of the majority of
shares of such class present in person or represented by proxy at the meeting
shall be the act of such class.  Section 9   Voting Rights.
Except as otherwise provided by the General Corporation Law of the State of
Delaware or by the certificate of incorporation of the corporation or any
amendments thereto and subject to Section 3 of Article VI hereof, every
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of common stock held by such stockholder.  Section 10   Proxies. Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him, her or it by proxy. Every proxy must
be signed by the stockholder granting the proxy or by his, her or its
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.  Section 11   Action by Written
Consent. 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 or consents in writing, setting forth
the action so taken and bearing the dates of signature of the stockholders who
signed the consent or consents, shall be signed by the holders of outstanding
stock having not less than a majority of the shares entitled to vote, or, if
greater, 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 and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware, or the
corporations principal place of business, or an officer or agent of the
corporation having custody of the book or books in which proceedings of
meetings of the stockholders are recorded. Delivery made to the corporations
registered office shall be by hand or by certified or registered mail, return
receipt requested provided, however, that no consent or consents delivered by
certified or registered mail shall be deemed delivered until such consent or
consents are actually received at the registered office. All consents properly
delivered in accordance with this section shall be deemed to be recorded when
so delivered. No written consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated consent
delivered to the corporation as required by this section, written consents
signed by the holders of a sufficient number of shares to take such corporate
action are so recorded. 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. Any action taken pursuant
to  3


such written consent or consents of the stockholders shall have the
same force and effect as if taken by the stockholders at a meeting thereof.  ARTICLE IIIDIRECTORS  Section 1   General Powers. The
business and affairs of the corporation shall be managed by or under the
direction of the board of directors.  Section 2   Number, Election and
Term of Office. The number of directors which shall constitute the board as
of the effective date of these by-laws shall be two (2). Thereafter, the number
of directors shall be established from time to time by resolution of the board.
The directors shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote in the
election of directors. The directors shall be elected in this manner at the
annual meeting of the stockholders, except as provided in Section 4 of this
Article III. Each director elected shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.  Section 3   Removal and Resignation.
Any director or the entire board of directors may be removed at any time, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors. Whenever the holders of any class or series
are entitled to elect one or more directors by the provisions of the corporations
certificate of incorporation, the provisions of this section shall apply, in
respect to the removal without cause or a director or directors so elected, to
the vote of the holders of the outstanding shares of that class or series and
not to the vote of the outstanding shares as a whole. Any director may resign
at any time upon written notice to the corporation.  Section 4   Vacancies. Except as
otherwise provided by the Certificate of Incorporation of the corporation or
any amendments thereto, vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority vote of the holders of the corporations outstanding stock entitled to
vote thereon or by a majority of the members of the board of directors. Each
director so chosen shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as herein
provided.  Section 5   Annual Meetings. The
annual meeting of each newly elected board of directors shall be held without
other notice than this by-law immediately after, and at the same place as, the
annual meeting of stockholders.  Section 6   Other Meetings and
Notice. Regular meetings, other than the annual meeting, 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 resolution of the board. Special meetings of the board of
directors may be called by or at the request of the chief executive officer or
president on at least 24 hours notice to each director, either personally, by
telephone, by mail, or by telegraph; in like manner  4


and on like notice the chief executive officer must call a special
meeting on the written request of at least a majority of the directors.  Section 7   Quorum, Required Vote
and Adjournment. A majority of the total number of directors then in office
(without regard to any then vacancies on the board) shall constitute a quorum
for the transaction of business. The vote of a majority of directors present at
a meeting at which a quorum is present shall be the act of the board of
directors. 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 8   Committees. 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, which to the extent provided in such
resolution or these by-laws shall have and may exercise the powers of the board
of directors in the management and affairs of the corporation except as
otherwise limited by law. 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. 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. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.  Section 9   Committee Rules.
Each committee of the board of directors may fix its own rules of procedure and
shall hold its meetings as provided by such rules, except as may otherwise be
provided by a resolution of the board of directors designating such committee.
Unless otherwise provided in such a resolution, the presence of at least a
majority of the members of the committee shall be necessary to constitute a
quorum. In the event that a member and that members alternate, if alternates
are designated by the board of directors as provided in Section 8 of this
Article III, of such committee is or are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in place
of any such absent or disqualified member.  Section 10   Communications
Equipment. Members of the board of directors or any committee thereof may
participate in and act at any meeting of such board or committee through the
use of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in the meeting pursuant to this section shall constitute presence
in person at the meeting.  Section 11   Waiver of Notice and
Presumption of Assent. Any member of the board of directors or any
committee thereof who is present at a meeting shall be conclusively presumed to
have waived notice of such meeting except when such member attends 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. Such
member shall be conclusively presumed to have assented to any action taken
unless his or her dissent shall be entered in the minutes of the meeting or
unless his or her written dissent to such action shall be filed with the person
acting as  5


the secretary of the
meeting before the adjournment thereof or shall be forwarded by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to any member who voted in favor
of such action.  Section 12   Action by Written
Consent. Unless otherwise restricted by the certificate of incorporation,
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
the then 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.  ARTICLE IVOFFICERS  Section 1   Number. The officers
of the corporation shall be elected by the board of directors and may consist
of a chairman, a chief executive officer, a president, one or more vice
presidents, a secretary, a treasurer, and such other officers and assistant
officers as may be deemed necessary or desirable by the board of directors. Any
number of offices may be held by the same person. In its discretion, the board
of directors may choose not to fill any office for any period as it may deem
advisable.  Section 2   Election and Term of
Office. The officers of the corporation shall be elected annually by the
board of directors at its first meeting held after each annual meeting of
stockholders or as soon thereafter as conveniently may be. Vacancies may be
filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.  Section 3   Removal. Any officer
or agent elected by the board of directors may be removed by the board of
directors whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Section 4   Vacancies. Any
vacancy occurring in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of directors for the
unexpired portion of the term by the board of directors then in office.  Section 5   Compensation.
Compensation of all officers shall be fixed by the board of directors, and no
officer shall be prevented from receiving such compensation by virtue of his or
her also being a director of the corporation.  Section 6   The Chairman of the
Board. The Chairman of the Board, if one shall have been elected, shall be
a member of the board, may be an officer of the corporation, and, if present,
shall preside at each meeting of the board of directors or shareholders. He
shall advise the chief executive officer, and in the chief executive officers
absence, other officers of the  6


corporation, and shall
perform such other duties as may from time to time be assigned to him by the board
of directors.  Section 7   The Chief Executive
Officer. In the absence of the Chairman of the Board or if a Chairman of
the Board shall have not been elected, the chief executive officer shall
preside at all meetings of the stockholders and board of directors at which he
or she is present; subject to the powers of the board of directors, shall have
general charge of the business, affairs and property of the corporation, and
control over its officers, agents and employees; and shall see that all orders and
resolutions of the board of directors are carried into effect. The chief
executive officer shall have such other powers and perform such other duties as
may be prescribed by the board of directors or as may be provided in these
by-laws.  Section 8   President; Vice
Presidents. The president shall, in the absence or disability of the chief
executive officer, act with all of the powers and be subject to all of the
restrictions of the chief executive officer. The president shall also perform
such other duties and have such other powers as the board of directors, the
chief executive officer or these by-laws may, from time to time, prescribe. The
vice-president, if any, or if there shall be more than one, the vice-presidents
in the order determined by the board of directors shall, in the absence or
disability of the president, act with all of the powers and be subject to all
the restrictions of the president. The vice-presidents shall also perform such
other duties and have such other powers as the board of directors, the
president or these by-laws may, from time to time, prescribe.  Section 9   The Secretary and
Assistant Secretaries. The secretary shall attend all meetings of the board
of directors, all meetings of the committees thereof and all meetings of the
stockholders and record all the proceedings of the meetings in a book or books
to be kept for that purpose. Under the chief executive officers supervision,
the secretary shall give, or cause to be given, all notices required to be
given by these by-laws or by law; shall have such powers and perform such
duties as the board of directors, the chief executive officer or these by-laws
may, from time to time, prescribe. The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his or her 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 or her signature. The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by
the board of directors, shall, in the absence or disability of the secretary,
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, the
chief executive officer, or secretary may, from time to time, prescribe.  Section 10   The Treasurer and
Assistant Treasurer. The treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation; shall deposit all monies
and other valuable effects in the name and to the credit of the corporation as
may be ordered by the board of directors; shall cause the funds of the
corporation to be disbursed when such disbursements have been duly authorized,
taking proper vouchers for such disbursements; and shall render to the chief
executive officer and the board of directors, at its regular meeting or when
the board of directors so requires, an account of the corporation; shall have
such powers and perform such  7


duties as the board of
directors, the chief executive officer or these by-laws may, from time to time,
prescribe. If required by the board of directors, the treasurer shall give the
corporation a bond (which shall be rendered every six years) in such sums and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of the office of treasurer and for
the restoration to the corporation, in case of death, resignation, retirement,
or removal from office, of all books, papers, vouchers, money, and other
property of whatever kind in the possession or under the control of the
treasurer belonging to the corporation. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. The assistant
treasurers shall perform such other duties and have such other powers as the
board of directors, the chief executive officer, the president or treasurer
may, from time to time, prescribe.  Section 11   Other Officers,
Assistant Officers and Agents. Officers, assistant officers and agents, if
any, which officers may include officers of any division of the corporation,
other than those whose duties are provided for in these by-laws, shall have
such authority and perform such duties as may from time to time be prescribed
by resolution of the board of directors.  Section 12   Absence or Disability
of Officers. In the case of the absence or disability of any officer of the
corporation and of any person hereby authorized to act in such officers place
during such officers absence or disability, the board of directors may by
resolution delegate the powers and duties of such officer to any other officer
or to any director, or to any other person whom it may select.  ARTICLE VINDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS  Section 1   Nature of Indemnity.
Each person who was or is made 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 a person of whom he is the legal representative, is or was a
director, officer or controller, of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, fiduciary, 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 alleged action in an official capacity as a
director, officer, employee, fiduciary or agent or in any other capacity while
serving as a director, officer, employee, fiduciary or agent, shall be
indemnified and held harmless by the corporation to the fullest extent which it
is empowered to do so by the General Corporation Law of the State of Delaware,
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment) against all expense, liability and loss
(including attorneys fees actually and reasonably incurred by such person in
connection with such proceeding and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 2 hereof, the corporation shall indemnify
any such person seeking indemnification in connection with a  8


proceeding initiated by
such person only if such proceeding was authorized by the board of directors of
the corporation. The right to indemnification conferred in this Article V shall
be a contract right and, subject to Sections 2 and 5 hereof, shall include the
right to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition. 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, officers and controller.  Section 2   Procedure for
Indemnification of Directors and Officers. Any indemnification of a
director, officer or controller of the corporation under Section 1 of this
Article V or advance of expenses under Section 5 of this Article V shall be
made promptly, and in any event within 30 days, upon the written request of the
director, officer or controller. If a determination by the corporation that the
director, officer or controller is entitled to indemnification pursuant to this
Article V is required, and the corporation fails to respond within 60 days to a
written request for indemnity, the corporation shall be deemed to have approved
the request. If the corporation denies a written request for indemnification or
advancing of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Article V shall be enforceable by the director,
officer or controller in any court of competent jurisdiction. Such persons
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall
also be indemnified by the corporation. 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, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the corporation. 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 action that
indemnification of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, 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 applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.  Section 3   Nonexclusivity of
Article V. The rights to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Article V 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, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.  Section 4   Insurance. The
corporation may purchase and maintain insurance on its own behalf and on behalf
of any person who is or was a director, officer, employee, fiduciary, or agent
of the corporation or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, whether or  9


not the corporation would
have the power to indemnify such person against such liability under this
Article V.  Section 5   Expenses. Expenses incurred
by any person described in Section 1 of this Article V in defending a
proceeding shall be paid by the corporation in advance of such proceedings
final disposition unless otherwise determined by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer or controller to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation. Such
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the board of directors deems appropriate.  Section 6   Employees and Agents.
Persons who are not covered by the foregoing provisions of this Article V and
who are or were employees or agents of the corporation, or who are or were
serving at the request of the corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by the
board of directors.  Section 7   Contract Rights. The
provisions of this Article V shall be deemed to be a contract right between the
corporation and each director, officer or controller who serves in any such
capacity at any time while this Article V and the relevant provisions of the
General Corporation Law of the State of Delaware or other applicable law are in
effect, and any repeal or modification of this Article V or any such law shall
not affect any rights or obligations then existing with respect to any state of
facts or proceeding then existing.  Section 8   Merger or Consolidation.
For purposes of this Article V, references to the corporation shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, controllers and employees or
agents, so that any person who is or was a director, officer, controller,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, controller,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this Article V with
respect to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had
continued.  ARTICLE VICERTIFICATES OF STOCK  Section 1   Form. 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 of the board, the chief
executive  10


officer, the president or
the senior vice-president or the controller and the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by such
holder in the corporation. If such a certificate is countersigned (1) by a
transfer agent or an assistant transfer agent other than the corporation or its
employee or (2) by a registrar, other than the corporation or its employee, the
signature of any such chairman of the board, chief executive officer, president,
senior vice-president, controller, secretary, or assistant secretary may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation whether because
of death, resignation or otherwise before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
have been used thereon had not ceased to be such officer or officers of the
corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation. Shares of stock of the corporation
shall only be transferred on the books of the corporation by the holder of
record thereof or by such holders attorney duly authorized in writing, upon
surrender to the corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the corporation may reasonably require, and accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate or certificates, and record the transaction on its books. The board
of directors may appoint a bank or trust company organized under the laws of
the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the corporation.  Section 2   Lost Certificates.
The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates previously 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 or her legal representative, to
give the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against the corporation on account of the loss, theft or
destruction of any such certificate or the issuance of such new certificate.  Section 3   Fixing a Record Date for
Stockholder Meetings. 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, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than 60 nor less than 10 days before the date of such meeting. If
no record date is fixed by the board of directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the next day 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. 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.  11


Section 4   Fixing a Record Date for
Action by Written Consent. In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by statute, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporations registered
office, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the board of directors
and prior action by the board of directors is required by statute, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.  Section 5   Fixing a Record Date for
Other Purposes. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment or any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purposes
of any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.  Section 6   Subscriptions for Stock.
Unless otherwise provided for in the subscription agreement, subscriptions for
shares shall be paid in full at such time, or in such installments and at such
times, as shall be determined by the board of directors. Any call made by the
board of directors for payment on subscriptions shall be uniform as to all
shares of the same class or as to all shares of the same series. In case of
default in the payment of any installment or call when such payment is due, the
corporation may proceed to collect the amount due in the same manner as any
debt due the corporation.  ARTICLE VIIGENERAL PROVISIONS  Section 1   Dividends. 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.
Before  12


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 meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of
the corporation, or any other purpose and the directors may modify or abolish
any such reserve in the manner in which it was created.  Section 2   Checks, Drafts or Orders.
All checks, drafts, or other orders for the payment of money by or to the
corporation and all notes and other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers,
controller, or any agent or agents of the corporation, and in such manner, as
shall be determined by resolution of the board of directors or a duly
authorized committee thereof.  Section 3   Contracts. The board
of directors may authorize any officer or officers, controller or any agent or
agents, of the corporation to enter into any contract or to 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 4   Loans. The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, whenever, in the judgment of the directors, such loan, guaranty or
assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this section contained shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the corporation at common law or under
any statute.  Section 5   Fiscal Year. The
fiscal year of the corporation shall be fixed by resolution of the board of
directors.  Section 6   Corporate Seal. The
board of directors may provide a corporate seal which shall be in the form of a
circle and shall have inscribed thereon the name of the corporation 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.  Section 7   Voting Securities Owned
By Corporation. Voting securities in any other corporation held by the
corporation shall be voted by the chief executive officer, unless the board of
directors specifically confers authority to vote with respect thereto, which
authority may be general or confined to specific instances, upon some other
person or officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.  Section 8   Inspection of Books and
Records. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper purpose
the corporations stock ledger, a list of its stockholders, and its other books
and records, and to make copies or  13


extracts therefrom. A
proper purpose shall mean any purpose reasonably related to such persons
interest as a stockholder. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.  Section 9   Section Headings.
Section headings in these by-laws are for convenience of reference only and
shall not be given any substantive effect in limiting or otherwise construing
any provision herein.  Section 10   Inconsistent Provisions.
In the event that any provision of these by-laws is or becomes inconsistent
with any provision of the certificate of incorporation, the General Corporation
Law of the State of Delaware or any other applicable law, the provision of
these by-laws shall not be given any effect to the extent of such inconsistency
but shall otherwise be given full force and effect.  ARTICLE VIIIAMENDMENTS  These
by-laws may be amended, altered, or repealed and new by-laws adopted at any
meeting of the board of directors by a majority vote. The fact that the power
to adopt, amend, alter, or repeal the by-laws has been conferred upon the board
of directors shall not divest the stockholders of the same powers.  14