EXHIBIT 3.03
                          AMENDED AND RESTATED BYLAWS


                                   ARTICLE I

                                    OFFICES

SECTION 1.  Registered Office.

       The  registered office of the Corporation in the State of Delaware shall
be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2.   Other Offices.

       The Corporation  also  may 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

                                 STOCKHOLDERS

SECTION 1.  Stockholder Meetings.

       (a)   Time and Place of Meetings.  Meetings of the stockholders shall be
held at such times and places, either within  or without the State of Delaware,
as may from time to time be fixed by the Board  of  Directors and stated in the
notices or waivers of notice of such meetings.

       (b)   Annual Meeting.  The annual meeting of the  stockholders  shall be
held  during  the third week of the month of May in each year as designated  by
the Board of Directors, or at such other date as may be designated by the Board
of Directors, for  the  election of directors and the transaction of such other
business properly brought  before  such  annual meeting of the stockholders and
within the powers of the stockholders.

       (c)   Special Meetings.  Special meetings  of  the  stockholders  of the
Corporation  for any purpose or purposes may be called at any time only by  the
Chairman of the  Board  of  Directors,  the  Board  of  Directors pursuant to a
resolution  approved by a majority of the whole Board of Directors  or  by  the
holders of a  majority  of  the  outstanding  shares of Common Stock.  Business
transacted at any special meeting of the stockholders  shall  be limited to the
purposes stated in the notice of such meeting.

       (d)   Notice  of  Meetings.  Except as otherwise provided  by  law,  the
Certificate of Incorporation or these Bylaws, written notice of each meeting of
the stockholders shall be given not less than ten days nor more than sixty days
before the date of such meeting  to  each stockholder entitled to vote thereat,
directed to such stockholder's address  as  it  appears  upon  the books of the
Corporation,  such  notice  to  specify  the  place, date, hour and purpose  or
purposes  of  such  meeting.  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 address  as  it  appears  on  the stock ledger of the
Corporation.  When a meeting of the stockholders is adjourned  to  another time
and/or  place, notice need not be given of such adjourned meeting if  the  time
and place thereof are announced at the meeting of the stockholders at which the
adjournment  is  taken,  unless the adjournment is for more than thirty days or
unless after the adjournment  a  new  record  date  is fixed for such adjourned
meeting, in which event a notice of such adjourned meeting  shall  be  given to
each stockholder of record entitled to vote thereat.  Notice of the time, place
and purpose of any meeting of the stockholders may be waived in writing  either
before  or  after  such  meeting  and will be waived by any stockholder by such
stockholder's attendance thereat in  person  or  by  proxy.  Any stockholder so
waiving notice of such a meeting shall be bound by the  proceedings of any such
meeting in all respects as if due notice thereof had been given.

       (e)   Quorum.  Except as otherwise required by law,  the  Certificate of
Incorporation or these Bylaws, the holders of not less than a majority  of  the
shares  entitled  to vote at any meeting of the stockholders, present in person
or by proxy, shall constitute a quorum and the affirmative vote of the majority
of such quorum shall  be deemed the act of the stockholders.  If a quorum shall
fail to attend any meeting  of  the stockholders, the presiding officer of such
meeting may adjourn such meeting  from  time  to time to another place, date or
time, without notice other than announcement at such meeting, until a quorum is
present or represented.  At such adjourned meeting at which a quorum is present
or represented, any business may be transacted  that might have been transacted
at  the  meeting  of  the stockholders as originally  noticed.   The  foregoing
notwithstanding,  if  a  notice   of  any  adjourned  special  meeting  of  the
stockholders is sent to all stockholders  entitled to vote thereat which states
that such adjourned special meeting will be  held  with those present in person
or by proxy constituting a quorum, then, except as otherwise  required  by law,
those  present  at  such  adjourned  special  meeting of the stockholders shall
constitute a quorum and all matters shall be determined  by  a  majority of the
votes cast at such special meeting.

SECTION 2.   Determination of Stockholders Entitled to Notice and to Vote.

       To determine the stockholders entitled to notice of any meeting  of  the
stockholders  or  to  vote thereat, the Board of Directors may fix in advance a
record date as provided  in  Article  VII,  Section 1 of these Bylaws, or if no
record  date  is  fixed  by the Board of Directors,  a  record  date  shall  be
determined as provided by law.

SECTION 3.   Voting.

       (a)   Except  as  otherwise   required   by   law,  the  Certificate  of
Incorporation or these Bylaws, each stockholder present  in  person or by proxy
at a meeting of the stockholders shall be entitled to one vote  for  each  full
share of stock registered in the name of such stockholder at the time fixed  by
the  Board  of  Directors  or by law as the record date of the determination of
stockholders entitled to vote at such meeting.

       (b)   Every  stockholder   entitled   to   vote  at  a  meeting  of  the
stockholders  may do so either (i) in person or (ii)  by  one  or  more  agents
authorized by a written proxy executed by the person or such stockholder's duly
authorized agent,  whether  by  manual  signature,  typewriting, telegraphic or
facsimile transmission or otherwise.  Every proxy must  be  executed in writing
(which shall include telegraphing or facsimile transmission) by the stockholder
or by his duly authorized agent, but no proxy shall be voted  on  after  eleven
(11) months from its date, unless the proxy provides for a longer period.

       (c)   Voting  may  be by voice or by ballot as the presiding officer  of
the meeting of the stockholders  shall  determine.   On  a vote by ballot, each
ballot  shall  be  signed  by the stockholder voting, or by such  stockholder's
proxy, and shall state the number of shares voted.

       (d)   In advance of or  at any meeting of the stockholders, the Chairman
of the Board or Chief Executive  Officer  may  appoint  one  or more persons as
inspectors  of  election  (the  "Inspectors")  to  act  at such meeting.   Such
Inspectors  shall  take  charge  of  the  ballots at such meeting.   After  the
balloting on any question, the Inspectors shall count the ballots cast and make
a written report to the secretary of such meeting  of  the results.  Subject to
the  direction  of  the presiding officer of the meeting, the  duties  of  such
Inspectors may further  include  without  limitation: determining the number of
shares outstanding and the voting power of  each; the shares represented at the
meeting; the existence of a quorum; the authenticity,  validity,  and effect of
proxies;  receiving  votes,  ballots  or consents; hearing and determining  all
challenges and questions in any way arising  in  connection  with  the right to
vote;  counting and tabulating all votes of consents and determining  when  the
polls shall close; determining the result; and doing such acts as may be proper
to conduct  the  election  or  vote  with  fairness  to  all  stockholders.  An
Inspector need not be a stockholder of the Corporation and any  officer  of the
Corporation  may  be  an  Inspector  on  any  question other than a vote for or
against such officer's election to any position  with the Corporation or on any
other questions in which such officer may be directly interested.  If there are
three  or  more  Inspectors,  the determination, report  or  certificate  of  a
majority of such Inspectors shall  be  effective  as if unanimously made by all
Inspectors.

SECTION 4.   List of Stockholders.

       The officer who has charge of the stock ledger  of the Corporation shall
prepare  and  make  available,  at  least  ten  days  before every  meeting  of
stockholders,  a complete list of the stockholders entitled  to  vote  thereat,
arranged in alphabetical order, showing the address of and the number of shares
registered in the  name  of  each such stockholder.  Such list shall be open to
the examination of any stockholder,  for  any  purpose germane to such meeting,
either at a place within the city where such meeting  is  to  be held and which
place shall be specified in the notice of such meeting, or, if not so specified
at the place where such meeting is to be held.  The list also shall be produced
and  kept at the time and place of the meeting of the stockholders  during  the
whole time thereof, and may be inspected by any stockholder who is present.

SECTION 5.   Action by Consent of Stockholders.

       (a)   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  that  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,  is  (i) 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, and (ii) delivered to the  Corporation  in  accordance  with Section
228(a) of the General Corporation Law of the State of Delaware.

       (b)   Every  written  consent shall bear the date of signature  of  each
stockholder who signs the consent  and no written consent shall be effective to
take the corporate action referred to  therein unless, within sixty days of the
date the earliest dated consent is delivered  to  the  Corporation,  a  written
consent or consents signed by a sufficient number of holders to take action are
delivered  to  the  Corporation  in  the  manner prescribed in this Section.  A
telegram,  cablegram,   electronic  mail  or  other   electronic   transmission
consenting  to  an  action  to  be  taken  and transmitted by a stockholder  or
proxyholder, or by a person or persons authorized  to  act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated  for  purposes  of
this  Section  to  the  extent  permitted  by  law.   Any such consent shall be
delivered in accordance with Section 228(d)(1) of the General  Corporation  Law
of the State of Delaware.

       (c)   Any copy, facsimile or other reliable reproduction of a consent in
writing  may be substituted or used in lieu of the original writing for any and
all purposes  for  which the original writing could be used, provided that such
copy, facsimile or other  reproduction  shall be a complete reproduction of the
entire original writing.

       (d)   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 (including by electronic mail or
other  electronic  transmission as permitted by law).  If the action  which  is
consented to is such  as  would have required the filing of a certificate under
any section of the General  Corporation  Law  of  the State of Delaware if such
action  had  been  voted  on  by stockholders at a meeting  thereof,  then  the
certificate filed under such section  shall  state,  in  lieu  of any statement
required  by  such  section  concerning any vote of stockholders, that  written
notice and written consent have  been  given  as provided in Section 228 of the
General Corporation Law of the State of Delaware.

SECTION 6.    Conduct of Meetings.

       The  presiding  officer  of the meeting shall  have  full  and  complete
authority to determine the agenda,  to set the procedures and order the conduct
of meetings, all as deemed appropriate  by  such  person in his sole discretion
with due regard to the orderly conduct of business.

SECTION 7.   Notice of Agenda Matters.

       If a stockholder wishes to present to the Chairman  of  the Board or the
Chief  Executive  Officer an item for consideration as an agenda item  for  any
annual or special meeting  of  stockholders,  he must give timely notice to the
Secretary  of  the  Corporation and give a brief description  of  the  business
desired to be brought  before the meeting and any other information relating to
the agenda item that is  required  to be disclosed pursuant to Rule 14a-8 under
the  Securities Exchange Act of 1934,  as  amended  ("Rule  14a-8");  provided,
however,  an  item  for consideration as an agenda item for any special meeting
will be considered only  if  the  item  is one of the purposes described in the
special meeting notice required by Section  222  of the General Corporation Law
of  Delaware.   To  be timely, (i) for any annual meeting  of  stockholders,  a
stockholder's notice  must  be  delivered  to  or  mailed  and  received at the
principal executive offices of the Corporation not less than one hundred twenty
days nor more than one hundred eighty days prior to the anniversary date of the
Company's notice of annual meeting provided with respect to the previous year's
annual meeting (the "Anniversary Date"); provided, however, that  if  no annual
meeting  was  held  in the previous year or the date of the annual meeting  has
been changed to be more  than  thirty  calendar days from the Anniversary Date,
the stockholder's notice must be delivered  to or mailed and received not later
than the close of business on the tenth day following  the date on which notice
of  the  date of the annual meeting is given to stockholders  or  made  public,
whichever  first  occurs,  and  (ii) for any special meeting of stockholders, a
stockholder's notice by must be delivered  to  or mailed and received not later
than the close of business on the tenth day following  the date on which notice
of  the date of the special meeting is given to stockholders  or  made  public,
whichever  first occurs.  No item submitted for consideration as an agenda item
will be considered  for  any  meeting  unless  submitted in accordance with the
procedures  set forth in this paragraph and the applicable  requirements  under
Rule 14a-8.

                                  ARTICLE III

                              BOARD OF DIRECTORS

SECTION 1.   General Powers.

       Unless  otherwise restricted by law, the Certificate of Incorporation or
these Bylaws as  to  action  which  shall  be  authorized  or  approved  by the
stockholders,  and  subject  to  the duties of directors as prescribed by these
Bylaws, all corporate powers shall  be  exercised by or under the authority of,
and the business and affairs of the Corporation  shall  be  controlled  by, the
Board  of Directors.  Without prejudice to such general powers, but subject  to
the same limitations, the directors shall have the following powers:

       (a)   To  select and remove all the other officers, agents and employees
of the Corporation,  prescribe  such  powers  and duties for them as may not be
inconsistent with law, the Certificate of Incorporation  or  these  Bylaws, fix
their compensation and require from them security for faithful service.

       (b)   To  conduct, manage, and control the affairs and business  of  the
Corporation and to  make  such  rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation  or  these  Bylaws, as they may deem
best.

       (c)   To change the principal office for the transaction of the business
of  the  Corporation  from one location to another as provided  in  Article  1,
Section 2, hereof; to designate  any  place  within  or  without  the  State of
Delaware for the holding of any stockholders' meeting or meetings and to adopt,
make  and  use a corporate seal, and to prescribe the forms of certificates  of
stock, and to alter the form of such seal and of such certificates from time to
time, as in  their  judgment  they  may  deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.

       (d)   To authorize the issue of shares  of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts  or  securities  cancelled,  or
tangible  or  intangible  property  actually received or, in the case of shares
issued  as  a dividend, against amounts  transferred  from  surplus  to  stated
capital.

       (e)   To  borrow  money  and  incur indebtedness for the purposes of the
Corporation,  and  to  cause to be executed  and  delivered  therefor,  in  the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidences of debt and securities therefor.

       (f)   To adopt and  put  into effect such stock purchase plans and stock
option plans, both of general and  restricted  stock  option plan character, as
they may deem advisable for the benefit of employees of the Corporation, and to
issue stock in accordance with and pursuant to any such plan.

SECTION 2.   Election of Directors.

       (a)   Number Qualification and Term of Office.  The authorized number of
directors of the Corporation shall be fixed from time to  time  by the Board of
Directors, but shall not be less than one nor more than nine.  The exact number
of  directors shall be determined from time to time, either by a resolution  or
Bylaw  provision  duly  adopted  by a majority of the whole Board of Directors.
Directors need not be stockholders.

       (b)   Resignation.  Any director  may resign from the Board of Directors
at any time by giving written notice to the  Secretary of the Corporation.  Any
such resignation shall take effect at the time  specified  therein,  or  if the
time  when  such  resignation shall become effective shall not be so specified,
then such resignation  shall  take  effect  immediately upon its receipt by the
Secretary;  and, unless otherwise specified therein,  the  acceptance  of  such
resignation shall not be necessary to make it effective.

       (c)   Nomination  of  Directors.  Nominations of persons for election to
the Board of Directors of the  Corporation  at any annual or special meeting of
stockholders may be made only either by or at the direction of:

             (i)    the  Board  of Directors or  any  nominating  committee  or
             person appointed by the Board of Directors, or

             (ii)   any stockholder  of  the  Corporation entitled to vote for
             the election of directors at the meeting who  complies  with  the
             procedure  set forth in this paragraph;  provided,  however,  that
             nominations  of  persons  for  election  to the Board at a special
             meeting may be made only if the election of  directors  is  one of
             the  purposes described in the special meeting notice required  by
             Section   222   of   the  General  Corporation  Law  of  Delaware.
             Nominations of persons for election at annual meetings, other than
             nominations made by or  at  the  direction  of the Board, shall be
             made pursuant to timely notice in writing to  the Secretary of the
             Corporation.   To  be  timely,  (A)  for  any  annual  meeting  of
             stockholders,  a  stockholder's  notice  must be delivered  to  or
             mailed  and  received at the principal executive  offices  of  the
             Corporation not  less  than  one hundred twenty days nor more than
             one hundred eighty days prior  to  the Anniversary Date; provided,
             however, that if no annual meeting was  held  in the previous year
             or the date of the annual meeting has been changed to be more than
             forty-five   calendar   days   from  the  Anniversary  Date,   the
             stockholder's notice must be received  not later than the close of
             business on the tenth day following the  date  on  which notice of
             the  date of the annual meeting is given to stockholders  or  made
             public, whichever first occurs, and (B) for any special meeting of
             stockholders,  a  stockholder's  notice  must  be  delivered to or
             mailed  and received not later than the close of business  on  the
             tenth day  following  the  date on which notice of the date of the
             special meeting is given to stockholders or made public, whichever
             first occurs.  The stockholder's notice to the secretary shall set
             forth  (A) as to each person  whom  the  stockholder  proposes  to
             nominate  for  election or re-election as a director at the annual
             meeting, (1) the name, age, business address and residence address
             of  the  proposed   nominee,   (2)  the  principal  occupation  or
             employment of the proposed nominee,  (3)  the  class and number of
             shares of capital stock of the Corporation that  are  beneficially
             owned  by  the  proposed  nominee,  and  (4) any other information
             relating to the proposed nominee that is required  to be disclosed
             in solicitation for proxies for election of directors  pursuant to
             Rule  14a  under  the Securities Exchange Act of 1934, as amended,
             and (B) as to the stockholder  giving  the  notice of nominees for
             election at the meeting, (1) the name and record  address  of  the
             stockholder,  and  (2)  the  class and number of shares of capital
             stock  of  the Corporation that  are  beneficially  owned  by  the
             stockholder.  The Corporation may require any proposed nominee for
             election at  the  meeting  of  stockholders  to  furnish any other
             information  as  may reasonably be required by the Corporation  to
             determine the eligibility  of  the  proposed nominee to serve as a
             director  of the Corporation.  No person  shall  be  eligible  for
             election as  a  director  of  the  Corporation unless nominated in
             accordance with the procedures set forth  in  this paragraph.  The
             Chair  of the meeting shall, if the facts warrant,  determine  and
             declare  to  the  meeting  that  a  nomination  was  not  made  in
             accordance  with  the  requirements  of this paragraph, and if the
             Chair  should  so determine, the Chair shall  so  declare  to  the
             meeting and the defective nomination shall be disregarded.

       (d)   Preferred  Stock   Provisions.    Notwithstanding  the  foregoing,
whenever the holders of any one or more classes  or  series  of stock issued by
the  Corporation having a preference over the Common Stock as to  dividends  or
upon liquidation shall have the right, voting separately by class or series, to
elect  directors  at an annual or special meeting of the stockholders, the term
of office, filling of vacancies nomination, terms of removal and other features
of such directorships  shall  be governed by the terms of Article Fourth of the
Certificate of Incorporation and  the  resolution  or  resolutions establishing
such class or series adopted pursuant thereto.

SECTION 3.   Meetings of the Board of Directors.

       (a)   Regular Meetings.  Regular meetings of the Board  of  Directors
shall be held without call at the following times:

             (i)  at such times as the Board of Directors shall from time to
             time by resolution determine; and

             (ii) one-half hour prior to any special meeting of the
             stockholders and immediately following the adjournment of any
             annual or special meeting of the stockholders.

Notice of all such regular meetings hereby is dispensed with.

       (b)   Special Meetings.  Special meetings of the Board  of Directors may
be called by the Chief Executive Officer or the Board of Directors  pursuant to
a  resolution approved by a majority of the whole Board of Directors and  shall
be called  at  the  request of any member of the Board of Directors.  Notice of
the time and place of special meetings of the Board of Directors shall be given
by the Secretary or an  Assistant Secretary of the Corporation, or by any other
officer authorized by the  Board  of  Directors.  Such notice shall be given to
each  director  personally  or  by  mail, messenger,  telephone,  facsimile  or
telegraph at such director's business  or  residence  address.   Notice by mail
shall be deposited in the United States mail, postage prepaid, not  later  than
the  third  day  prior  to  the date fixed for such special meeting.  Notice by
telephone, facsimile or telegraph shall be sent, and notice given personally or
by messenger shall be delivered,  at  least twenty-four hours prior to the time
set for such special meeting.  Notice of  a  special  meeting  of  the Board of
Directors need not contain a statement of the purpose of such special meeting.

       (c)   Adjourned  Meetings.   A  majority  of  directors  present at  any
regular or special meeting of the Board of Directors or any committee  thereof,
whether or not constituting a quorum, may adjourn any meeting from time to time
until  a  quorum  is  present  or  otherwise.   Notice of the time and place of
holding any adjourned meeting shall not be required  if  the time and place are
fixed at the meeting adjourned.

       (d)   Place of Meetings.  Unless a resolution of the  Board of Directors
or  the written consent of all members of the Board of Directors  given  either
before  or  after  the  meeting and filed with the Secretary of the Corporation
designates a different place  within or without the State of Delaware, meetings
of the Board of Directors, both  regular  and  special,  shall  be  held at the
Corporation's principal executive offices.

       (e)   Participation by Telephone.  Members of the Board of Directors  or
any  committee  may  participate  in  any  meeting of the Board of Directors or
committee  through the use of conference telephone  or  similar  communications
equipment, so  long  as  all members participating in such meeting can hear one
another, and such participation  shall  constitute  presence  in person at such
meeting.

       (f)   Quorum. At all meetings of the Board of Directors or any committee
thereof,  a  majority of the total number  of  directors  of  the  entire  then
authorized Board  of  Directors or such committee shall constitute a quorum for
the transaction of business  and the act of a majority of the directors present
at any such meeting at which there is a quorum shall be the act of the Board of
Directors or any committee, except as may be otherwise specifically provided by
law, the Certificate of Incorporation  or these Bylaws.  A meeting of the Board
of  Directors  or any committee at which a  quorum  initially  is  present  may
continue to transact  business  notwithstanding  the withdrawal of directors so
long as any action is approved by at least a majority  of  the  required quorum
for such meeting.

       (g)   Waiver of Notice.  The transactions of any meeting of the Board of
Directors or any committee, however called and noticed or wherever  held, shall
be as valid as though had at a meeting duly held after regular call and notice,
if a quorum be present and if, either before or after the meeting, each  of the
directors  not  present  signs a written waiver of notice, or a consent to hold
such  meeting, or an approval  of  the  minutes  thereof.   All  such  waivers,
consents  or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

SECTION 4.   Action Without Meeting.

       Any  action  required or permitted to be taken by the Board of Directors
at any meeting or at  any meeting of a committee may be taken without a meeting
if all members of the Board  of  Directors or such committee consent in writing
and the writing or writings are filed  with  the  minutes of the proceedings of
the Board of Directors or such committee.

SECTION 5.   Compensation of Directors.

       Unless otherwise restricted by law, the Certificate  of Incorporation or
these  Bylaws,  the  Board  of Directors shall have the authority  to  fix  the
compensation of directors.  The  directors  may be paid their expenses, if any,
for 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 a director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of committees  of  the  Board of Directors may be allowed like compensation for
attending committee meetings.

SECTION 6.   Committees of the Board.

     (a) Committees. The Board of  Directors  may,  by  resolution adopted by a
majority  of the Board of Directors, designate one or more  committees  of  the
Board of Directors,  each  Committee to consist of one or more directors.  Each
such  Committee,  to  the  extent   permitted   by   law,  the  Certificate  of
Incorporation and these Bylaws, shall have and may exercise  such of the powers
of the Board of Directors in the management and affairs of the  Corporation  as
may  be  prescribed by the resolutions creating such 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.  The Board of Directors
may designate one or more directors  as alternate members of any committee, who
may replace any absent or disqualified  member at any meeting of the committee.
In the absence or disqualification of a member  of  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.  The Board of Directors shall have the power, at
any time for any reason, to change the  members  of any such committee, to fill
vacancies, and to discontinue any such committee.

    (b) Minutes of Meeting. Each committee shall keep  regular  minutes of its
meetings and report the same to the Board of Directors when required.

    (c) Audit Committee. From and  after  the annual meeting of stockholders in
1996, the Board of Directors shall appoint  an Audit Committee consisting of at
least three directors, none of whom shall be employees of the Corporation.  The
Audit  Committee  shall  review the financial affairs  and  procedures  of  the
Corporation from time to time with management and meet with the auditors of the
Corporation to review the financial statements and procedures.

SECTION 7.   Interested Directors.

     In addition to the statutory and corporate common law of Delaware, no
contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other Corporation
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at  or  participates in the meeting of the Board
of Directors or committee thereof which authorizes the contract or transaction,
or solely because his  or  their  votes are counted for such purpose if (i) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the  affirmative votes  of  a  majority  of  the
disinterested directors, even though the disinterested directors be less than a
quorum; (ii) the material facts as to his or their relationship or interest and
as  to  the  contract  or  transaction  are  disclosed  or  are  known  to  the
stockholders  entitled  to vote thereon and  the  contract  or  transaction  is
specifically approved in  good  faith by vote of the stockholders; or (iii) the
contract or transaction is fair as  to  the  Corporation  as  of the time it is
authorized,  approved  or  ratified,  by  the  Board of Directors, a  committee
thereof or the stockholders.  Common or interested  directors may be counted in
determining the presence of a quorum at a meeting of  the Board of Directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE IV
                                   OFFICERS

SECTION 1.   Officers.

       (a)   Number.  The officers of the Corporation shall  be  chosen  by the
Board  of  Directors  and may include a Chairman of the Board of Directors (who
must be a director as chosen  by  the  Board  of Directors) and shall include a
Chief  Executive  Officer,  a President, one or more  Vice  Presidents  (if  so
elected by the Board of Directors),  a Secretary, a Chief Financial Officer and
a Treasurer.  The Board of Directors also  may  appoint  one  or more Assistant
Secretaries  or  Assistant Treasurers and such other officers and  agents  with
such powers and duties  as  it shall deem necessary.  Any Vice President may be
given such specific designation  as  may be determined from time to time by the
Board of Directors.  Any number of offices  may  be  held  by  the same person,
unless  otherwise  required by law, the Certificate of Incorporation  or  these
Bylaws.  The Board of  Directors  may  delegate  to  any  other  officer of the
Corporation  the  power  to  choose  such other officers and to describe  their
respective duties and powers.

       (b)   Election  and  Term of Office.   The  officers  shall  be  elected
annually by the Board of Directors  at its regular meeting following the annual
meeting of the stockholders and each  officer  shall hold office until the next
annual election of officers and until such officer's  successor  is elected and
qualified, or until such officer's death, resignation or removal.   Any officer
may be removed at any time, with or without cause, by a vote of the majority of
the  whole  Board  of  Directors.   Any vacancy occurring in any office may  be
filled by the Board of Directors.

       (c)   Salaries.  The salaries  of  all officers of the Corporation shall
be fixed by the Board of Directors or a Committee thereof from time to time.

SECTION 2.   Chairman of the Board of Directors.

       The Chairman of the Board of Directors,  if  there  be a chairman, shall
preside  at  all  meetings of the stockholders and the Board of  Directors  and
shall have such other  power and authority as may from time to time be assigned
by the Board of Directors.

SECTION 3.   Chief Executive Officer.

       The Chief Executive Officer shall be the senior executive officer of the
Corporation and shall preside at all meetings of the stockholders and the Board
of Directors (if a Chairman  of  the  Board has not been elected) and shall see
that all orders and resolutions of the  Board  of  Directors  are  carried into
effect.  Subject to the provisions of these Bylaws and to the direction  of the
Board  of  Directors,  the  Chief  Executive Officer shall have the general and
active management of the business of the Corporation, may execute all contracts
and any mortgages, conveyances or other legal instruments in the name of and on
behalf of the Corporation, but this provision shall not prohibit the delegation
of  such powers by the Board of Directors  to  some  other  officer,  agent  or
attorney-in-fact of the Corporation.

SECTION 4.   President.

       In the event the Corporation does not appoint a Chief Executive Officer,
the President shall assume all of the duties  and responsibilities of the Chief
Executive Officer, subject to the provisions of the Bylaws and the direction of
the Board of Directors.  In all other respects,  the  President  shall  be  the
Chief  Operating  Officer  of  the  Corporation, responsible for the day to day
operation of the Corporation and other  functions  as  may  be delegated by the
Board of Directors or Chief Executive Officer.

SECTION 5.   Vice Presidents.

       In the absence or disability of the Chief Executive Officer and
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the Chief Executive Officer and
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Chief Executive  Officer and President. The
Vice Presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them, respectively, by the Board of
Directors or these Bylaws.

SECTION 6.   Secretary and Assistant Secretaries.

      The Secretary shall record or cause to be recorded, in books provided for
the purpose,minutes of the meetings of the stockholders, the Board of Directors
and  all  committees  of the Board of Directors; see that all notices are  duly
given in accordance with  the provisions of these Bylaws as required by law; be
custodian of all corporate  records  (other  than financial) and of the seal of
the  Corporation,  and  have  authority  to affix the  seal  to  all  documents
requiring it and attest to the same; give,  or cause to be given, notice of all
meetings of the stockholders and special meetings  of  the  Board of Directors;
and, in general, shall perform all duties incident to the Office  of  Secretary
and  such  other  duties  as may, from time to time, be assigned to him by  the
Board of Directors or by the  Chief  Executive  Officer  or  President.  At the
request  of  the  Secretary,  or in the Secretary's absence or disability,  any
Assistant Secretary shall perform  any of the duties of the Secretary and, when
so acting, shall have all the powers of, and be subject to all the restrictions
upon, the Secretary.

SECTION 7.   Treasurer and Assistant Treasurers.

      The Treasurer shall be the Chief Financial Officer of the Corporation,and
shall  keep  or  cause  to be kept the books of account of the Corporation  and
shall render statements of  the  financial  affairs  of the Corporation in such
form and as often as required by the Board of Directors  or the Chief Executive
Officer  or President.  The Treasurer, subject to the order  of  the  Board  of
Directors,  shall  have  custody of all funds and securities of 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.  He shall disburse the funds of the Corporation  as  may be
ordered   by   the   Board  of  Directors,  taking  proper  vouchers  for  such
disbursements.  The Treasurer  shall perform all other duties commonly incident
to his office and shall perform such other duties and have such other powers as
the  Board  of Directors or the Chief  Executive  Officer  or  President  shall
designate from  time  to  time.   At  the  request  of the Treasurer, or in the
Treasurer's absence or disability, any Assistant Treasurer  may  perform any of
the duties of the Treasurer and, when so acting, shall have all the  powers of,
and  be  subject to all the restrictions upon, the Treasurer.  Except where  by
law  the signature  of  the  Treasurer  is  required,  each  of  the  Assistant
Treasurers  shall  possess  the  same  power  as  the  Treasurer  to  sign  all
certificates, contracts, obligations and other instruments of the Corporation.

                                   ARTICLE V

                         INDEMNIFICATION AND INSURANCE

SECTION 1.   Actions Against Directors and Officers.

      The  Corporation shall indemnify to the full extent permitted by, and in
the manner permissible under, the laws of the State of Delaware any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by  reason of the fact that
such person or such person's testator or intestate is or has a director or
officer of the Corporation or any predecessor of the Corporation, or served any
other enterprise as a director or officer at the request of the Corporation or
any predecessor of the Corporation.

SECTION 2.   Contract.

      The provisions of Section 1 of this Article V shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while such Bylaw is in effect, and any repeal  or
modification thereof shall  not  affect any rights or obligations then existing
with respect to any state of facts  then or theretofore existing or any action,
suit or proceeding theretofore or thereafter based in whole or in part upon any
such state of facts.

SECTION 3.   Non-exclusivity.

      The rights of indemnification provided by this Article V shall not be
deemed exclusive of any other rights to which any director or officer of the
Corporation may be entitled apart from the provisions of this Article V.

SECTION 4.   Indemnification of Employees and Agents.

      The Board of Directors in its discretion shall have the power on behalf
of the Corporation to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact that such
person or such person's testator or intestate, is or was an employee or agent
of the Corporation.

SECTION 5.   Insurance.

      Upon a resolution or resolutions duly adopted by the Board of Directors
of the Corporation, the Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation against any liability asserted against such person and incurred
by him in any capacity, or arising out of his capacity as such, whether or not
the Corporation would have the power to indemnify  such person  against  such
liability  under  the  provisions  of  applicable  law,  the   Certificate   of
Incorporation or these Bylaws.

                                  ARTICLE VI
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.   Certificates for Shares.

       Unless otherwise provided by a resolution of the Board of Directors, the
shares  of  the  Corporation  shall  be  represented  by  a  certificate.   The
certificates of stock of the Corporation shall be numbered and shall be entered
in  the  books  of  the Corporation as they are issued.  They shall exhibit the
Holder's name and number of shares and shall be signed by or in the name of the
Corporation by (a) the  Chairman of the Board of Directors, the Chief Executive
Officer, President or any  Vice  President and (b) the Treasurer, any Assistant
Treasurer,  the  Secretary or any Assistant  Secretary.   Any  or  all  of  the
signatures on a certificate  may  be  facsimile.   In  case  any officer of the
Corporation,  transfer  agent  or registrar who has signed, or whose  facsimile
signature has been placed upon such  certificate  shall  have ceased to be such
officer, transfer agent or registrar before such certificate  is  issued,  such
certificate  may nevertheless be issued by the Corporation with the same effect
as if he were  such  officer,  transfer  agent  or  registrar  at  the  date of
issuance.

SECTION 2.   Classes of Stock.

       (a) 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  or  rights  shall  be  set  forth  in full or
summarized  on  the face or back of the certificate that 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 the State
of Delaware, in lieu of the foregoing requirements,  there  may be set forth on
the  face  or  back  of  the certificate 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 or rights.

      (b) Within a reasonable time after the issuance or transfer of
uncertified 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 applicable law (including Sections 151, 156, 202(a),
or 218(a) of the General  Corporation  Law  of  the  State  of  Delaware)  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 or rights.

SECTION 3.   Transfer.

      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.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such  uncertificated shares shall be cancelled, 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.

SECTION 4.   Record Owner.

      The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware
..

SECTION 5.   Lost Certificates.

      The Board of Directors may direct a new certificate  or  certificates  or
uncertificated  shares 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 or uncertificated shares,  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 the  Board  of  Directors  shall  require  and  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.

                                  ARTICLE VII

                                 MISCELLANEOUS

SECTION 1.   Record Date.

      (a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of the 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 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 prior to the date of such meeting
nor more than sixty days prior to any other action.  If  not fixed by the Board
of Directors, the record date shall be determined as provided by law.

      (b) A determination of stockholders of record entitled to notice of or to
vote  at  a meeting of the stockholders shall apply to any adjournments of  the
meeting, unless  the  Board  of  Directors  files  a  new  record  date for the
adjourned meeting.

      (c) Holders of stock on the record date are entitled to notice and to
vote or to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of the
shares on the  books of the Corporation after the record date, except as
otherwise provided by agreement or by law, the Certificate of Incorporation or
these Bylaws.

SECTION 2.   Execution of Instruments.

      The Board of Directors may, in its  discretion, determine the method  and
designate the signatory  officer  or officers, or other persons, to execute any
corporate  instrument  or  document or  to  sign  the  corporate  name  without
limitation,  except  where  otherwise  provided  by  law,  the  Certificate  of
Incorporation or these Bylaws. Such designation may be general or confined to
specific instances.

SECTION 3.   Voting of Securities Owned by the Corporation.

      All stock and other securities of other corporations held by the
Corporation shall be voted, and all proxies with respect thereto shall be
executed, by the person so authorized by resolution of the Board of Directors,
or, in the absence of such authorization, by the Chief Executive Officer or
President.

SECTION 4.   Corporate Seal.

      The Corporation shall have a corporate seal in such form as shall be
prescribed and adopted by the Board of Directors.

SECTION 5.   Construction and Definitions.

      Unless the contest requires  otherwise, the general provisions, rules of
construction and definitions in the General  Corporation  Law  of  the State of
Delaware and the Certificate of Incorporation shall govern the construction  of
these Bylaws.

SECTION 6.   Amendments.

      Subject  to the provisions of the Certificate of Incorporation and these
Bylaws, these Bylaws  may be altered, amended or repealed at any annual meeting
of the stockholders (or  at  any  special  meeting thereof duly called for that
purpose)  by a majority vote of the shares represented  and  entitled  to  vote
thereat; provided,  that  in  the  notice  of  any such meeting, notice of such
purpose shall be given.  Subject to the laws of  the  State  of  Delaware,  the
Certificate  of  Incorporation  and these Bylaws, the Board of Directors may by
majority vote of the whole Board of Directors amend these Bylaws, or enact such
other Bylaws as in their judgment  may  be  advisable for the regulation of the
conduct of the affairs of the Corporation.