AMENDED AND RESTATED BYLAWS

                            OF

            INTERNATIONAL AIRLINE SUPPORT GROUP, INC.

          As amended and restated on September 30, 1996

I. ARTICLE 

STOCKHOLDERS

1. 	Section .  Annual Meeting.  The annual meeting of 
the stockholders for the election of directors and for the 
transaction of such other business as may properly come 
before the meeting shall be held at such place, either 
within or without the State of Delaware, on such date and at 
such time as the Board of Directors may by resolution 
provide.  The Board of Directors may specify by resolution 
prior to any special meeting of stockholders held within the 
year that such meeting shall be in lieu of the annual 
meeting.
		
1. 	Section .  Special Meetings.  Special meetings of 
the stockholders may be called at any time for any purpose 
or purposes by the affirmative vote of a majority of the 
Board of Directors, the Chairman of the Board, the 
President, a duly authorized committee or the holders of a 
majority of the outstanding shares entitled to vote, but no 
such special meetings may be called by an other person or 
persons.  Special meetings shall be held at such place, 
either within or without the State of Delaware, as is stated 
in the call and notice thereof.

1. 	Section .  Notice of Meetings.  Unless otherwise 
provided by law, whenever stockholders are required or 
permitted to take any action at a meeting, a written notice 
of the meeting stating the place, date and hour of the 
meeting, and, in the case of a special meeting, the purpose 
or purposes for which the meeting is called, shall be given 
not less than ten (10) nor more than sixty (60) days prior 
to such meeting to each stockholder entitled to vote at the 
meeting.  If mailed, such notice shall be deemed to be given 
when deposited in the mail, postage prepaid, directed to the 
stockholder at such stockholder's address as it appears on 
the records of the Corporation.  Whenever notice is required 
to be given to any stockholder, a written waiver thereof, 
signed by the stockholder entitled to notice, whether before 
or after the time stated therein, shall be deemed equivalent 
to notice.  Attendance at a meeting shall constitute a 
waiver of notice of such meeting, except when the 
stockholder 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 
transacted at, nor the purpose of, any regular or special 
meeting need be stated in the written waiver of notice of 
such meeting.
	Notice of any meeting may be given by the President, 
the Secretary or the person or persons calling such meeting.  
No notice need be given of the time and place of reconvening 
of any adjourned meeting if the time and place to which the 
meeting is adjourned are announced at the adjourned meeting.  
If the adjournment is for more than thirty (30) days, or if 
after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall 
be given to each stockholder of record entitled to vote at 
the meeting.

1. 	Section .  List of Stockholders.  The officer who 
has charge of the stock ledger of the Corporation shall 
prepare and make, at least ten (10) days before every 
meeting of stockholders, a complete list of the stockholders 
entitled to vote at the 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 ten (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.  The stock 
ledger shall be the only evidence as to who are the 
stockholders entitled to examine the stock ledger, the list 
of stockholders or the books of the Corporation, or to vote 
in person or by proxy at any meeting of the stockholders.

1. 	Section .  Quorum; Amend and Restate Required 
Stockholder Vote.  Except as otherwise provided by the 
Restated and Amended Certificate of Incorporation, each 
stockholder entitled to vote at any meeting of stockholders 
shall be entitled to one vote for each share of stock held 
by such stockholder that has voting power upon the matter in 
question.  A quorum for the transaction of business at any 
annual or special meeting of stockholders shall exist when 
the holders of a majority of the outstanding shares entitled 
to vote are represented either in person or by proxy at such 
meeting.  If a quorum is present, in all matters other than 
the election of directors, the affirmative vote of a 
majority of the shares present in person or represented by 
proxy at the meeting and entitled to vote on the subject 
matter shall be the act of the stockholders, unless a 
greater vote is required by law, by the Restated and Amended 
Certificate of Incorporation or by these Bylaws.  If a 
quorum is present, directors shall be elected by the 
affirmative vote of a plurality of the shares present in 
person or represented by proxy at the meeting and entitled 
to vote on the election of directors.  When a quorum is once 
present to organize a meeting, the stockholders present may 
continue to do business at the meeting or at any adjournment 
thereof notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum.  Shares of its own 
stock belonging to the Corporation or to another 
corporation, if a majority of the shares entitled to vote in 
the election of directors of such other corporation is held, 
directly  or indirectly, by the Corporation, shall neither 
be entitled to vote nor be counted for quorum purposes; 
provided, however, that the foregoing shall not limit the 
right of the Corporation to vote stock, including but not 
limited to its own stock, held by it in a fiduciary 
capacity.

1. 	Section .  Proxies.  A stockholder may vote either 
in person or by a proxy which such stockholder has duly 
executed in writing.  No proxy shall be valid after three 
years from the date of its execution unless a longer period 
is expressly provided in the proxy.  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 
stockholder may revoke any proxy which is not irrevocable by 
attending the meeting and voting in person or by filing an 
instrument in writing revoking the proxy or another duly 
executed proxy bearing a later date with the Secretary of 
the Corporation.

1. 	Section .  Organization.  Meetings of stockholders 
shall be presided over by the Chairman of the Board, or in 
his absence by the President, or in his absence by a Vice 
President, or in the absence of the foregoing persons by a 
chairman designated by the Board of Directors, or in the 
absence of such designation by a chairman chosen at the 
meeting.  The Secretary shall act as secretary of the 
meeting, but in his absence the chairman of the meeting may 
appoint any person to act as secretary of the meeting.

1. 	Section .  Record Date.  In order that the 
Corporation may determine stockholders entitled to notice of 
or to vote at any meeting of stockholders or any adjournment 
thereof, or entitled to receive payment of any dividend or 
other distribution or allotment of any rights, or entitled 
to exercise any rights in respect of any change, conversion 
or exchange of stock or for any other lawful purpose, the 
Board of Directors of the Corporation 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:  (a) in the case of the 
determination of stockholders entitled to vote at any 
meeting of stockholders or adjournment thereof, shall not be 
more than sixty (60) nor less than ten (10) days before the 
date of such meeting; and (b) in the case of any other 
action, shall not be more than sixty (60) days prior to such 
other action.  If no record date is fixed:  (x) the record 
date for determining stockholders entitled to notice of or 
to vote at a meeting of stockholders shall be at the close 
of business on the day next preceding the day on which 
notice is given, or, if notice is waived, at the close of 
business on the day next preceding the day on which the 
meeting is held; and (y) the record date for determining 
stockholders for any other purpose shall be at the close of 
business on the day on which the Board of Directors adopts 
the resolution relating thereto.  A determination of 
stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of 
the meeting; provided, however, that the Board of Directors 
may fix a new record date for the adjourned meeting.

1. 	Section .  Notice of Stockholder Business.  At any 
meeting of the stockholders, only such business shall be 
conducted as shall have been properly brought before the 
meeting.  To be properly brought before a meeting, business 
must be (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 of 
Directors, or (c) otherwise properly brought before the 
meeting by a stockholder.  For business to be properly 
brought before a meeting by a stockholder, the stockholder 
must have given timely notice thereof in writing to the 
Secretary of the Corporation.  To be timely, a stockholder's 
notice must be delivered to or mailed and received at the 
principal executive offices of the Corporation, not less 
than 30 days nor more than 60 days prior to the meeting; 
provided, however, that in the event that less than 40 days' 
notice or prior public disclosure of the date of the meeting 
is given or made to stockholders, notice by the stockholder 
to be timely must be so received not later than the close of 
business on the 10th day following the day on which such 
notice of the date of the meeting was mailed or such public 
disclosure was made.  A stockholder's notice to the 
Secretary  shall set forth as to each matter the stockholder 
proposes to bring before the meeting (a) a brief description 
of the business desired to be brought before the meeting and 
the reasons for conducting such business at the meeting, 
(b) the name and address, as they appear on the 
Corporation's books, of the stockholder proposing such 
business, (c) the class and number of shares of the 
Corporation which are beneficially owned by the stockholder, 
and (d) any material interest of the stockholder in such 
business.  Notwithstanding anything in these Bylaws to the 
contrary, no business shall be conducted at any meeting 
except in accordance with the procedures set forth in this 
Section 9.  The Chairman of the meeting shall, if the facts 
warrant, determine that business was not properly brought 
before the meeting in accordance with the provisions of this 
Section 9, and if he should so determine, he shall so 
declare to the meeting and any such business not properly 
brought before the meeting shall not be transacted.

1. 	Section .  Notice of Stockholder Nominees.  Only 
persons who are nominated in accordance with the procedures 
set forth in this Section 10 shall be eligible for election 
as Directors.  Nominations of persons for election to the 
Board of Directors of the Corporation may be made at a 
meeting of stockholders by or at the direction of the Board 
of Directors or by any stockholder of the Corporation 
entitled to vote for the election of Directors at the 
meeting who complies with the notice procedures set forth in 
this Section 10.  Such nominations, other than those made by 
or at the direction of the Board of Directors, shall be made 
pursuant to timely notice in writing to the Secretary of the 
Corporation.  To be timely, a stockholder's notice shall be 
delivered to or mailed and received at the principal 
executive offices of the Corporation not less than 30 days 
nor more than 60 days prior to the meeting; provided, 
however, that in the event that less than 40 days' notice or 
prior public disclosure of the date of the meeting is given 
or made to stockholders, notice by the stockholder must be 
so received no later than the close of business on the 10th 
day following the day on which such notice of the date of 
the meeting was mailed or such public disclosure was made.  
Such stockholder's notice shall set forth (a) as to each 
person whom the stockholder proposes to nominate for 
election or re-election as a Director, (i) the name, age, 
business address and residence address of such person, 
(ii) the principal occupation or employment of such person, 
(iii) the class and number of shares of the Corporation 
which are beneficially owned by such person, and (iv) any 
other information relating to such person that is required 
to be disclosed in solicitations of proxies for election of 
Directors, or is otherwise required, in each case pursuant 
to Regulation 14A under the Securities Exchange Act of 1934, 
as amended (including, without limitation, a copy of such 
person's written consent to being named in any applicable 
proxy statement as a nominee and to serving as a Director if 
elected); and (b) as to the stockholder giving the notice, 
(i) the name and address, as they appear on the 
Corporation's books, of such stockholder and (ii) the class 
and number of shares of the Corporation which are 
beneficially owned by such stockholder.  At the request of 
the Board of Directors,  any person nominated by the Board 
of Directors for election as a Director shall furnish to the 
Secretary of the Corporation that information required to be 
set forth in a stockholder's notice of nomination which 
pertains to the nominee.  No person shall be eligible for 
election as a Director of the Corporation unless nominated 
in accordance with the procedures set forth in this 
Section 10.  The Chairman of the meeting shall, if the facts 
warrant, determine that a nomination was not made in 
accordance with the procedure prescribed by this Section 10, 
and if he should so determine, he shall so declare to the 
meeting and the defective nomination shall be disregarded.  
Nothing in this Section 10 shall be construed to effect the 
requirements for proxy statements of the Corporation under 
Regulation 14A of the Securities Exchange Act of 1934.

1. 	Section .  Adjournment.  After an annual or 
special meeting of the stockholders has been convened, the 
Chairman of the meeting, if so directed by the Board of 
Director, may adjourn the meeting if no quorum is present 
for the transaction of business properly brought before the 
meeting or if the Board of Directors determines that such 
adjournment is necessary or appropriate to enable the 
stockholders to consider fully information which the Board 
of Directors determines has not been made sufficiently on 
timely available to stockholders or to otherwise effectively 
exercise their voting rights. 


I. ARTICLE 

DIRECTORS

1. 	Section .  Power of Directors.  The business and 
affairs of the Corporation shall be managed by or under the 
direction of its Board of Directors, which may exercise all 
of the powers of the Corporation, subject to any 
restrictions imposed by law, by the Restated and Amended 
Certificate of Incorporation or by these Bylaws.

1. 	Section .  Composition of the Board.  The number 
of directors constituting the entire Board of Directors 
shall be not less than one (1) nor more than fifteen (15), 
and the exact number shall be fixed from time to time by the 
Board of Directors; provided, however, that the number of 
directors constituting the entire Board shall be seven (7) 
until otherwise changed by the Board of Directors and with 
the affirmative vote of seventy-five percent (75%) of the 
issued and outstanding shares of Common Stock the 
Corporation.  No decrease in the number of directors shall 
shorten the term of any director at the time in office.  
Directors need not be residents of the State of Delaware or 
stockholders of the Corporation.

1. 	Section .  Meetings of the Board; Notice of 
Meetings; Waiver of Notice.  Regular meetings of the Board 
of Directors may be held at such places within or without 
the State of Delaware and at such times as the Board of 
Directors may from time to time determine, and if so 
determined, notices thereof need not be given.  Special 
meetings of the Board of Directors may be held at such 
places within or without the State of Delaware and may be 
called by the President or two or more directors.  Written 
notice of the time and place of such special meetings shall 
be given to each director by the persons calling such 
meeting by first class or registered mail at least four (4) 
days before the meeting or by telephone, telecopy or in 
person at least two (2) days before the meeting.  Whenever 
notice is required to be given to any director, a written  
waiver thereof, signed by such director, whether before or 
after the time stated therein, shall be deemed equivalent to 
notice.  Attendance at a meeting shall constitute a waiver 
of any required notice of such meeting, except when the 
director attends such 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 meeting of the Board 
of Directors need be stated in the notice or waiver of 
notice of such meeting. 

1. 	Section .  Quorum; Vote Requirement.  A majority 
of the total number of directors shall constitute a quorum 
for the transaction of business at any meeting.  When a 
quorum is present, the vote of a majority of the directors 
present shall be the act of the Board of Directors, unless a 
greater vote is required by law, by the Restated and Amended 
Certificate of Incorporation or by these Bylaws.

1. 	Section .  Organization.  Meetings of the Board of 
Directors shall be presided over by the Chairman of the 
Board, or in his absence by the President, or in his absence 
by a chairman chosen at the meeting.  The Secretary shall 
act as secretary of the meeting, but in his absence the 
chairman of the meeting may appoint any person to act as 
secretary of the meeting.

1. 	Section .  Action of Board without Meeting.  Any 
action required or permitted to be taken at a meeting of the 
Board of Directors or any committee thereof may be taken 
without a meeting if written consent, setting forth the 
action so taken, is signed by all the directors or committee 
members and filed with the minutes of the proceedings of the 
Board of Directors or committee.  Such consent shall have 
the same force and effect as a unanimous affirmative vote of 
the Board of Directors or committee, as the case may be.

1. 	Section .  Resignations; Removal; Vacancies.  Any 
director may resign at any time upon written notice to the 
Corporation.  The entire Board of Directors or any 
individual director may be removed, with or without cause, 
by the holders of a majority of the shares then entitled to 
vote at an election of directors. Any newly created 
directorship or any vacancy occurring in the Board of 
Directors may be filled by the affirmative vote of a 
majority of the remaining directors, although such a 
majority is less than a quorum of the Board of Directors, or 
by a plurality of the votes cast at a meeting of the 
stockholders.  A director elected to fill a vacancy shall 
serve for the unexpired term of his predecessor in office or 
until the next election of directors by the stockholders and 
the election and qualification of his successor.

1. 	Section .  Conference Telephone Meetings.  Unless 
the Restated and Amended Certificate of Incorporation 
otherwise provides, members of the Board of Directors, or 
any committee designated by the Board of  Directors, may 
participate in a meeting of the Board or any such 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 8 shall constitute presence in 
person at such meeting.

1. 	Section .  Committees.  The Board of Directors, by 
resolution passed by a majority of all of the directors, may 
designate one or more committees, each committee to consist 
of one or more of the directors.  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 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 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 power 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; provided that no committee shall have the power 
or authority of the Board of Directors in reference to 
(a) amending the Restated and Amended Certificate of 
Incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for 
the issuance of shares of stock adopted by the Board of 
Directors as provided in Section 151(a) of the Delaware 
General Corporation Law fix the designations and any of the 
preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the 
Corporation or the conversion into, or the exchange of such 
shares for, shares of any other class or classes or any 
other series of the same or any other class or classes of 
stock of the Corporation), (b) adopting an agreement of 
merger or consolidation under Sections 251 or 252 of the 
Delaware General Corporation Law, (c) recommending to the 
stockholders the sale, lease or exchange of all or 
substantially all of the property and assets of the 
Corporation, (d) recommending to the stockholders a 
dissolution of the Corporation or a revocation thereof, or 
(e) amending the Bylaws of the Corporation.  In addition, 
unless the resolution of the Board of Directors or the 
Restated and Amended Certificate of Incorporation expressly 
so provides, no such committee shall have the power or 
authority to declare a dividend, to authorize the issuance 
of stock, or to adopt a certificate of ownership and merger 
pursuant to Section 253 of the Delaware General Corporation 
Law.  Unless the Board of Directors otherwise provides, each 
committee designated by the Board may make, alter and repeal 
rules for the conduct of its business.  In the absence of 
such rules each committee shall conduct its business in the 
same manner as the Board of Directors conducts its business 
pursuant to this Article II.


I. ARTICLE 

OFFICERS

1. 	Section .  Executive Structure of the Corporation.  
The officers of the Corporation shall be elected by the 
Board of Directors and shall consist of a Chairman of the 
Board, a President and a Secretary and such other officers 
or assistant officers, including one or more Executive Vice 
Presidents, Senior Vice Presidents, Vice Presidents, 
Secretaries, Treasurers, Assistant Secretaries or Assistant 
Treasurers, or any other officers that the Board of 
Directors may establish, as may be elected by the Board of 
Directors.  Each officer shall hold office for the term for 
which such officer has been elected or until such officer's 
successor is elected and qualified, or until such officer's 
earlier resignation, removal from office, or death.  Any two 
or more offices may be held by the same person.

1. 	Section .  Duties and Authority.  Each officer, 
employee and agent of the Corporation shall have such duties 
and authority as may be conferred upon such officer, 
employee or agent by the Board of Directors or delegated to 
such officer, employee or agent by the President.

1. 	Section .  Resignations; Removal; Vacancies.  Any 
officer may resign at any time upon written notice to the 
Corporation.  The Board of Directors may remove any officer 
with or without cause at any time, but such removal shall be 
without prejudice to the contractual rights of such officer, 
if any, with the Corporation.  Any vacancy occurring in any 
office of the Corporation by reason of death, resignation, 
removal or otherwise may be filled for the unexpired portion 
of the term by the Board of Directors at any regular or 
special meeting.

1. 	Section .  Compensation.  The salaries of the 
officers shall be fixed from time to time by the Board of 
Directors or by any officer designated by the Board.  No 
officer shall be prevented from receiving such salary by 
reason of the fact that such officer is also a director of 
the Corporation.


I. ARTICLE 

STOCK

1. 	Section .  Stock Certificates.  The shares of 
stock of the Corporation shall be represented by 
certificates, provided that the Board of Directors may by 
resolution provide that some or all of any or all classes or 
series of stock shall be uncertificated shares.  
Certificates shall be in such form as may be approved by the 
Board of Directors, which certificates shall be issued to 
stockholders of the Corporation in numerical order from the 
stock  book of the Corporation, and each of which shall bear 
the name of the stockholder, the number of shares 
represented, and the date of issue; and which shall be 
signed by the President or a Vice President and the 
Secretary or an Assistant Secretary of the Corporation or 
any other officer authorized to sign by the Board of 
Directors; and which shall be sealed with the seal of the 
Corporation.  Any or all of the signatures on the 
certificate may be a facsimile.  In case any officer, 
transfer agent, or registrar who has signed or whose 
facsimile signature has been placed upon a certificate 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.

	Within a reasonable time after the issuance or transfer 
of uncertificated stock, the Corporation shall send to the 
registered owner thereof a written notice containing the 
information required to be set forth or stated on 
certificates pursuant to Section 151, 156, 202(a) or 218(a) 
of the Delaware General Corporation Law or 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 of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such 
preferences and/or rights.

1. 	Section .  Transfer of Stock.  Shares of stock of 
the Corporation shall be transferred only on the books of 
the Corporation upon surrender to the Corporation of the 
certificate or certificates representing the shares to be 
transferred accompanied by an assignment in writing of such 
shares properly executed by the stockholder of record or 
such stockholder's duly authorized attorney-in-fact and with 
all taxes on the transfer having been paid.  The Corporation 
may refuse any requested transfer until furnished evidence 
satisfactory to it that such transfer is proper.  Upon the 
surrender of a certificate for transfer of stock, such 
certificate shall at once be conspicuously marked on its 
face "Cancelled" and filed with the permanent stock records 
of the Corporation.  Upon receipt of proper transfer 
instructions from the registered owner of uncertificated 
shares such uncertificated shares shall be cancelled and 
issuance of new equivalent uncertificated shares or 
certificated shares shall be made to the person entitled 
thereto and the transaction shall be recorded upon the books 
of the Corporation.  The Board of Directors may make such 
additional rules concerning the issuance, transfer and 
registration of stock.

1. 	Section .  Lost, Stolen or Destroyed Stock 
Certificates; Issuance of New Certificates.  The Corporation 
may issue a new certificate of stock or uncertificated 
shares in the place of any certificate theretofore issued by 
it, alleged to have been lost, stolen or destroyed, and the 
Corporation may require the owner of the lost, stolen or 
destroyed certificate, or his legal representative, to give 
the Corporation a bond sufficient to indemnify it against 
any claim that may be made against it on  account of the 
alleged loss, theft or destruction of any such certificate 
or the issuance of such new certificate or uncertificated 
shares.

1. 	Section .  Registered Stockholders.  The 
Corporation may deem and treat the holder of record of any 
stock as the absolute owner for all purposes and shall not 
be required to take any notice of any right or claim of 
right of any other person.


I. ARTICLE 

DEPOSITORIES, SIGNATURES AND SEAL

1. 	Section .  Depositories.  All funds of the 
Corporation shall be deposited in the name of the 
Corporation in such bank, banks, or other financial 
institutions as the Board of Directors may from time to time 
designate and shall be drawn out on checks, drafts or other 
orders signed on behalf of the Corporation by such person or 
persons as the Board of Directors may from time to time 
designate.

1. 	Section .  Contracts and Deeds.  All contracts, 
deeds and other instruments shall be signed on behalf of the 
Corporation by the President or by such other officer, 
officers, agent or agents as the Board of Directors may 
provide from time to time by resolution.

1. 	Section .  Seal.  The Board of Directors shall 
provide for a suitable seal, which seal shall be in the 
charge of the Secretary.


I. ARTICLE 

INDEMNIFICATION

1. 	Section .  Right to Indemnification.  The 
Corporation shall indemnify and hold harmless, to the 
fullest extent permitted by applicable law as it presently 
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), any person who was or is made a 
party or is threatened to be made a party to or is otherwise 
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 
for whom he is the legal representative, is or was a 
director of the Corporation or is or was serving at the 
request of the Corporation as a director of another 
corporation or of a partnership, joint venture, trust, 
enterprise or non-profit entity, including service with 
respect to employee benefit plans, against all expense, 
liability and loss (including attorneys' fees, judgments, 
fines, ERISA excise taxes or penalties and amounts to be 
paid in settlement) reasonably incurred by such person in 
connection  therewith and such indemnification shall 
continue as to a person who has ceased to be a director of 
the Corporation (or other entity) and shall inure to the 
benefit of his heirs, executors and administrators.  The 
Corporation shall be required to indemnify a person 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. 

1. 	Section .  Power of Indemnification.  The 
Corporation shall have the power to indemnify and hold 
harmless, to the fullest extent permitted by applicable law 
as it presently 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), any person 
who was or is made a party or is threatened to be made a 
party to or is otherwise 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 for whom he is the legal 
representative, is or was an officer, employee or agent of 
the Corporation or is or was serving at the request of the 
Corporation as an officer, employee or agent of another 
corporation or of a partnership, joint venture, trust, 
enterprise or non-profit entity, including service with 
respect to employee benefit plans, against all expense, 
liability and loss (including attorneys' fees, judgments, 
fines, ERISA excise taxes or penalties and amounts to be 
paid in settlement) reasonably incurred by such person in 
connection therewith and such indemnification may be 
continued as to a person who has ceased to be an officer, 
employee or agent of the Corporation (or other entity) and 
shall inure to the benefit of his heirs, executors and 
administrators. 

1. 	Section .  Prepayment of Expenses.  The 
Corporation may pay the expenses incurred in defending any 
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 disposition of the 
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 or officer 
is not entitled to be indemnified under this Article VI or 
otherwise. 

1. 	Section .  Payment of Indemnification.  If a claim 
for indemnification or payment of expenses under this 
Article VI is not paid in full by the Corporation within 90 
days after a written claim therefor has been received by the 
Corporation, the claimant may at any time thereafter file 
suit against the Corporation to recover the unpaid amount of 
the claim and, if successful in whole or in part, shall be 
entitled to be paid also the expense of  prosecuting such 
claim.  In any such action the Corporation shall have the 
burden of proving that the claimant was not entitled to the 
requested indemnification or payment of expenses under 
applicable law.

1. 	Section .  Indemnification Not Exclusive.  The 
right to indemnification and the payment of expenses 
incurred in defending a proceeding in advance of its final 
disposition conferred in this Article VI shall not be 
exclusive of any other right which any person may have or 
hereafter acquire under any statute, provision of the 
Restated and Amended Certificate of Incorporation, these 
Bylaws, agreement, vote of stockholders or disinterested 
directors or otherwise.

1. 	Section .  Insurance.  The Corporation may 
maintain insurance, at its expense, to protect itself and 
any director or officer of the Corporation or another 
corporation, partnership, joint venture, trust or other 
enterprise against any expense, liability or loss, whether 
or not the Corporation would have the power to indemnify 
such person against such expense, liability or loss under 
the Delaware General Corporation Law.

1. 	Section .  Other Indemnification.  The 
Corporation's obligation, if any, to indemnify any person 
who was or is serving at its request as a director of 
another corporation, partnership, joint venture, trust, 
enterprise or non-profit entity shall be reduced by any 
amount such person may collect as indemnification from such 
other corporation, partnership, joint venture, trust, 
enterprise or non-profit enterprise.

1. 	Section .  Amendment or Repeal.  Any repeal or 
modification of the foregoing provisions of this Article VI 
shall not adversely affect any right or protection hereunder 
of any person in respect of any act or omission occurring 
prior to the time of such repeal or modification.

I. ARTICLE 

AMENDMENT OF BYLAWS

	These Bylaws may be altered, amended or repealed as 
specified in the Restated and Amended Certificate of 
Incorporation.