Bylaws of Industri-Matematik International Corp. As Amended through October
9, 1998
                              Article I
                            CORPORATE OFFICES
            1.1  Registered Office.  The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware. 
            1.2  Other Offices.  The board of directors may at any time
establish other offices at any place or places where the corporation is
qualified to do business. 
                             Article II
                        MEETINGS OF STOCKHOLDERS
            2.1  Place of Meetings.  Meetings of stockholders shall be held at
any place, within or outside the State of Delaware, designated by the board
of directors.  In the absence of any such designation, stockholders' meetings
shall be held at the registered office of the corporation. 
            2.2  Annual Meeting.  The annual meeting of stockholders shall be
held each year on a date and at a time designated by the board of directors. 
At the meeting, directors shall be elected and any other proper business may
be transacted. 
            2.3  Special Meeting.  A special meeting of the stockholders may be
called at any time by the board of directors, by the chairman of the board,
by the president or by one or more holders holding shares representing in the
aggregate the right to cast not less than ten percent (10%) of the votes at
the meeting. 
            If a special meeting is called by any person or persons other than
the board of directors, the request shall be in writing, specifying the time
of such meeting and the general nature of the business proposed to be
transacted and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the chairman of the board, the
president, the chief executive officer or the secretary of the corporation. 
No business may be transacted at such special meeting otherwise than
specified in such notice.  The officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance with
the provisions of Sections 2.4 and 2.5, that a meeting will be held at the
time requested by the person or persons who called the meeting, not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the
request.  If the notice is not given within twenty (20) days after the
receipt of the request, the person or persons requesting the meeting may give
the notice.  Nothing contained in this paragraph of this Section 2.3 shall be
construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the board of directors may be held. 
            2.4  Notice of Stockholders' Meetings.  All notices of meetings
with stockholders shall be in writing and shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting.  The notice shall specify 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. 
            2.5  Manner of Giving Notice; Affidavit of Notice.  Written notice
of any meeting of stockholders, if mailed, is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.  An affidavit of the
secretary or an assistant secretary or of the transfer agent of the
corporation that the notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. 
            2.6  Quorum.  At any meeting of the stockholders, the holders of a
majority, present in person or by proxy, of all of the shares of the stock
entitled to vote at the meeting shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law.  Where a separate vote by a class or classes is required, a
majority, present in person or by proxy, of the shares of such class or
classes entitled to take action with respect to that vote on that matter
shall constitute a quorum.  If a quorum shall fail to attend any meeting, the
chairman of the meeting may adjourn the meeting to another place, date or
time. 
            If a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote thereat, stating that it will be
held with those present constituting a quorum, those present at such
adjourned meeting shall constitute a quorum (but in no event shall a quorum
consist of less than one-third of the shares entitled to vote at the
meeting), and all matters shall be determined by a majority of the votes cast
at such meeting, except as otherwise required by law. 
            2.7  Adjourned Meeting; Notice.  When a meeting is adjourned to
another time or place, unless these bylaws otherwise require, 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 that might have been transacted at
the original 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. 
            2.8  Voting.  The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.11 of these bylaws, subject to the provisions of Sections 217 and 218 of
the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and
other voting agreements). 
            Except as provided in the last paragraph of this Section 2.8, or as
may be otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder. 
            2.9  Waiver of Notice.  Whenever notice is required to be given
under any provision of the General Corporation Law of Delaware or of the
certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws. 
            2.10 Stockholder Action by Written Consent Without a Meeting. 
Unless otherwise provided in the certificate of incorporation, any action
required by this chapter to be taken at any annual or special meeting of
stockholders of a 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 signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. 
            Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  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 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 Delaware. 
            2.11 Record Date for Stockholder Notice; Voting; Giving Consents. 
In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the board of directors may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to
any other action. 
            If the board of directors does not so fix a record date: 
                 (i) 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. 
                 (ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the board of directors is necessary, shall be the day on
which the first written consent is expressed. 
                 (iii)  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. 
            2.12.     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 by a written proxy, signed by the stockholder and filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.  A proxy shall be deemed signed if the stockholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's attorney-
in-fact.  The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(c) of the
General Corporation Law of Delaware. 
            2.13 List of Stockholders Entitled to Vote.  The officer who has
charge of the stock ledger of a 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,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting, either at a place within the city 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. 
                             Article III
                                DIRECTORS
            3.1  Powers.  Subject to the provisions of the General Corporation
Law of Delaware and any limitations in the certificate of incorporation or
these bylaws relating to action required to be approved by the stockholders
or by the outstanding shares, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the board of directors. 
            3.2  Number of Directors.  The number of directors of the
corporation shall be determined by resolution of the board of directors or by
the stockholders. 
            No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office
expires. 
            3.3  Election, Qualification and Term of Office of Directors. 
Except as provided in Section 3.4 of these bylaws, directors shall be elected
at each annual meeting of stockholders to hold office until the next annual
meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications
for directors may be prescribed.  Each director, including a director elected
to fill a vacancy, shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. 
            Elections of directors need not be by written ballot. 
            3.4  Resignation and Vacancies.  Any director may resign at any
time upon written notice to the corporation.  When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in this section in the filling of other
vacancies. 
            Unless otherwise provided in the certificate of incorporation or
these bylaws: 
                 (i)   Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director. 
                 (ii)  Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected. 
            If at any time, by reason of death or resignation or other cause,
the corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of the certificate of incorporation or
these bylaws, or may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation
Law of Delaware. 
            If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten (10) percent of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office as aforesaid, which election shall be governed by the
provisions of Section 211 of the General Corporation Law of Delaware as far
as applicable. 
            3.5  Place of Meetings; Meetings by Telephone.  The board of
directors of the corporation may hold meetings, both regular and special,
either within or outside the State of Delaware. 
            Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any 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 such participation in a meeting shall
constitute presence in person at the meeting. 
            3.6  First Meetings.  The first meeting of each newly elected board
of directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present.  In the event of
the failure of the stockholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such meeting
is not held at the time and place so fixed by the stockholders, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors, or as
shall be specified in a written waiver signed by all of the directors. 
            3.7  Regular Meetings.  Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time
to time be determined by the board. 
            3.8  Special Meetings; Notice.  Special meetings of the board of
directors for any purpose or purposes may be called at any time by the
chairman of the board, the president, any vice president, the secretary or
any two (2) directors. 
            Notice of the time and place of special meetings of the board shall
be delivered personally or by telephone to each director or sent by first-
class mail, facsimile, electronic mail, or telegram (with  charges prepaid)
transmitted or addressed to each director at the facsimile number or address
such director has supplied to the corporation.  Notice by mail shall be
deposited in the United States mail at least four (4) days before the time
set for holding the meeting.  Notice delivered personally or by telephone
shall be given, notice by facsimile or electronic mail shall be transmitted,
and notice by telegram shall be delivered to the telegraph company, at least
forty-eight (48) hours before the time set for holding the meeting.  Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the home or an office of the director who the
person giving the notice has reason to believe will promptly communicate it
to the director.
            3.9  Quorum.  At all meetings of the board of directors, a majority
of the authorized number of directors shall constitute a quorum for the
transaction of business and the act
 of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation.  If
a quorum is not present at any meeting of the board of directors, then the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present. 
            3.10 Waiver of Notice.  Whenever notice is required to be given
under any provision of the General Corporation Law of Delaware or of the
certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice unless so required by the certificate of
incorporation or these bylaws. 
            3.11 Adjourned Meeting; Notice.  If a quorum is not present at any
meeting of the board of directors, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present. 
            3.12 Board Action by Written Consent Without a Meeting.  Unless
otherwise restricted by the certificate of incorporation or these bylaws, any
action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings
of the board or committee. 
            3.13 Fees and Compensation of Directors.  Unless otherwise
restricted by the certificate of incorporation or these bylaws, the board of
directors shall have the authority to fix the compensation of directors. 
            3.14 Approval of Loans to Officers.  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. 
            3.15 Removal of Directors.  Unless otherwise restricted by statute,
by the certificate of incorporation or by these bylaws, any director or the
entire board of directors 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. 
            No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's
term of office. 
                             Article IV
                               COMMITTEES
            4.1  Committees of Directors.  The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, with each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee.  In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or disqualified member. 
Any such committee, to the extent provided in the resolution of the board of
directors or in the bylaws of the corporation, shall have and may exercise
all the powers and authority of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers that may require it; but no such
committee shall have the power or authority to (i) amend the 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
General Corporation Law of Delaware, fix 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), (ii) adopt
an agreement of merger or consolidation under Sections 251 or 252 of the
General Corporation Law of Delaware, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or (v) amend the bylaws of the
corporation; and, unless the board resolution establishing the committee, the
bylaws or the certificate of incorporation expressly so provide, 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 General Corporation Law of Delaware. 
            4.2  Committee Minutes.  Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required. 
            4.3  Meetings and Action of Committees.  Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 3.5 (place of meetings and
meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special
meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice),
Section 3.11 (adjournment and notice of adjournment), and Section 3.12
(action without a meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular
meetings of committees may also be called by resolution of the board of
directors and that notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all
meetings of the committee.  The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws. 
                              Article V
                                OFFICERS
            5.1  Officers.  The officers of the corporation shall be a
president, one or more vice presidents, a secretary, and a treasurer.  The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more assistant vice presidents, assistant
secretaries, assistant treasurers, and any such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these bylaws. 
Any number of offices may be held by the same person. 
            5.2  Election of Officers.  The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of
Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of
directors, subject to the rights, if any, of an officer under any contract of
employment. 
            5.3  Subordinate Officers.  The board of directors may appoint, or
empower the president to appoint, such other officers and agents as the
business of the corporation may require, each of whom shall hold office for
such period, have such authority, and perform such duties as are provided in
these bylaws or as the board of directors may from time to time determine. 
            5.4  Removal and Resignation of Officers.  Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority
of the board of directors at any regular or special meeting of the board or,
except in the case of an officer chosen by the board of directors, by any
officer upon whom such power of removal may be conferred by the board of
directors. 
            Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective.  Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
officer is a party. 
            5.5  Vacancies in Offices.  Any vacancy occurring in any office of
the corporation shall be filled by the board of directors. 
            5.6  Chairman of the Board.  The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may from
time to time be assigned to him by the board of directors or as may be
prescribed by these bylaws.  If there is no president, then the chairman of
the board shall also be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 5.7 of these bylaws. 
            5.7  President.  Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers
of the corporation.  He shall preside at all meetings of the shareholders
and, in the absence or nonexistence of a chairman of the board, at all
meetings of the board of directors.  He shall have the general powers and
duties of management usually vested in the office of president of a
corporation and shall have such other powers and duties as may be prescribed
by the board of directors or these bylaws. 
            5.8  Vice President.  In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by
the board of directors or, if not ranked, a vice president designated by the
board of directors, shall perform all the duties of the president and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the 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, these bylaws, the president or the
chairman of the board. If there is no treasurer, then one of the vice
presidents shall also be elected the chief financial officer of the
corporation and shall have the powers and duties prescribed in Section 5.10
of these bylaws. 
            5.9  Secretary.  The secretary shall keep or cause to be kept, at
the principal executive office of the corporation or such other place as the
board of directors may direct, a book of minutes of all meetings and actions
of directors, committees of directors, and shareholders.  The minutes shall
show the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof. 
            The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names
of all shareholders and their addresses, the number and classes of shares
held by each, the number and date of certificates evidencing such shares, and
the number and date of cancellation of every certificate surrendered for
cancellation. 
            The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required to be
given by law or by these bylaws.  He shall keep the seal of the corporation,
if one be adopted, in safe custody and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or
by these bylaws. 
            5.1  Treasurer.  The treasurer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings, and shares.  The books of account shall at all
reasonable times be open to inspection by any director. 
            The treasurer shall deposit all money and other valuables in the
name and to the credit of the corporation with such depositaries 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, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as treasurer and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the board of directors or these bylaws. 
            5.11 Assistant Secretary.  The assistant secretary, or, if there is
more than one, the assistant secretaries in the order determined by the
stockholders or board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the secretary
or in the event of his or her inability or refusal to act, perform the duties
and exercise the powers of the secretary and shall perform such other duties
and have such other powers as the board of directors or the stockholders may
from time to time prescribe. 
            5.12 Assistant Treasurer.  The assistant treasurer, or, if there is
more than one, the assistant treasurers, in the order determined by the
stockholders or board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the treasurer
or in the event of his or her inability or refusal to act, perform the duties
and exercise the powers of the treasurer and shall perform such other duties
and have such other powers as the board of directors or the stockholders may
from time to time prescribe. 
            5.13 Authority and Duties of Officers.  In addition to the
foregoing authority and duties, all officers of the corporation shall
respectively have such authority and perform such duties in the management of
the business of the corporation as may be designated from time to time by the
board of directors or the stockholders. 
                             Article VI
                                INDEMNITY
            6.1  Indemnification of Directors and Officers.  The corporation
shall, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, indemnify each of its directors and officers
against expenses (including attorneys' fees), judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent
of the corporation.  For purposes of this Section 6.1, a "director" or
"officer" of the corporation includes any person (i) who is or was a director
or officer of the corporation, (ii) who is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was a director or
officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation. 
            6.2  Indemnification of Others.  The corporation shall have the
power, to the extent and in the manner permitted by the General Corporation
Law of Delaware, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys' fees),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact
that such person is or was an agent of the corporation.  For purposes of this
Section 6.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was an employee or
agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation. 
            6.3  Insurance.  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, or is 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 and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of Delaware. 
                             Article VII
                           RECORDS AND REPORTS
            7.1  Maintenance and Inspection of Records. The corporation shall,
either at its principal executive office or at such place or places as
designated by the board of directors, keep a record of its shareholders
listing their names and addresses and the number and class of shares held by
each shareholder, a copy of these bylaws as amended to date, accounting
books, and other 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 extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that 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 Delaware or
at its principal place of business. 
            The officer who has charge of the stock ledger of a 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, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for
a period of at least ten (10) days prior to the meeting, either at a place
within the city 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. 
            7.2  Inspection by Directors. Any director shall have the right to
examine the corporation's stock ledger, a list of its stockholders, and its
other books and records for a purpose reasonably related to his position as
a director. The Court of Chancery is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled to the inspection
sought. The Court may summarily order the corporation to permit the director
to inspect any and all books and records, the stock ledger, and the stock
list and to make copies or extracts therefrom. The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper. 
            7.3  Annual Statement to Stockholders. The board of directors shall
present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation. 
            7.4  Representation of Shares of Other Corporations. The chairman
of the board, the president, any vice president, the treasurer, the secretary
or assistant secretary of this corporation, or any other person authorized by
the board of directors or the president or a vice president, is authorized to
vote, represent, and exercise on behalf of this corporation all rights
incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to
do so by proxy or power of attorney duly executed by such person having the
authority. 
                            Article VIII
                             GENERAL MATTERS
            8.1  Checks. From time to time, the board of directors shall
determine by resolution which person or persons may sign or endorse all
checks, drafts, other orders for payment of money, notes or other evidences
of indebtedness that are issued in the name of or payable to the corporation,
and only the persons so authorized shall sign or endorse those instruments. 
            8.2  Execution of Corporate Contracts and Instruments. The board of
directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so
authorized or ratified by the board of directors or within the agency power
of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount. 
            8.3  Stock Certificates; Partly Paid Shares. The shares of a
corporation shall be represented by certificates, provided that the board of
directors of the corporation may provide by resolution or resolutions that
some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board
of directors, every holder of stock represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the chairman or
vice-chairman of the board of directors, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of such corporation representing the number of shares
registered in certificate form. 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 has 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. 
            The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon. 
            8.4  Special Designation on Certificates. If the corporation is
authorized to issue more than one class of stock or more than one series of
any class, then the powers, the designations, the preferences, and the
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 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, however, that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that the corporation shall issue to represent such
class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the
designations, the preferences, and the 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. 
            8.5  Lost Certificates. Except as provided in this Section 8.5, no
new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and canceled
at the same time. 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. 
            8.6  Construction; Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
the Delaware General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person. 
            8.7  Dividends. The directors of the corporation, subject to any
restrictions contained in the certificate of incorporation, may declare and
pay dividends upon the shares of its capital stock pursuant to the General
Corporation Law of Delaware. Dividends may be paid in cash, in property, or
in shares of the corporation's capital stock. 
            The directors of the corporation may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for
any proper purpose and may abolish any such reserve.  Such purposes shall
include but not be limited to equalizing dividends, repairing or maintaining
any property of the corporation, and meeting contingencies. 
            8.8  Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the board of directors and may be changed by the board of
directors. 
            8.9  Seal. The seal of the corporation shall be in such form as the
board of directors may from time to time prescribe. The seal may be used by
causing it or a facsimile thereof to be reproduced upon or impressed directly
on the instrument or writing to be sealed, or upon an adhesive substance to
be affixed thereto. The seal on any corporate obligation for the payment of
money may be a facsimile, engraved or printed. 
            8.10 Transfer of Stock. 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 in its books. 
            8.11 Stock Transfer Agreements. The corporation shall have power to
enter into and perform any agreement with any number of shareholders of any
one or more classes of stock of the corporation to restrict the transfer of
shares of stock of the corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the General Corporation Law of
Delaware. 
            8.12 Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments the person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of another person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware. 
                             Article IX
                               AMENDMENTS
            The original or other bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the
power to adopt, amend or repeal bylaws upon the directors. The fact that such
power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws. 
                              Article X
                               DISSOLUTION
            If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the
resolution. 
            At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation
entitled to vote thereon votes for the proposed dissolution, then a
certificate stating that the dissolution has been authorized in accordance
with the provisions of Section 275 of the General Corporation Law of Delaware
and setting forth the names and residences of the directors and officers
shall be executed, acknowledged, and filed and shall become effective in
accordance with Section 103 of the General Corporation Law of Delaware. Upon
such certificate becoming effective in accordance with Section 103 of the
General Corporation Law of Delaware, the corporation shall be dissolved.
        
            Whenever all the stockholders entitled to vote on a dissolution
consent in writing, either in person or by duly authorized attorney, to a
dissolution, no meeting of directors or stockholders shall be necessary. The
consent shall be filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such consent becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved. If the consent is signed by an
attorney, then the original power of attorney or a photocopy thereof shall be
attached to and filed with the consent. The consent filed with the Secretary
of State shall have attached to it the affidavit of the secretary or some
other officer of the corporation stating that the consent has been signed by
or on behalf of all the stockholders entitled to vote on a dissolution; in
addition, there shall be attached to the consent a certification by the
secretary or some other officer of the corporation setting forth the names
and residences of the directors and officers of the corporation.
        
                             Article XI
                                CUSTODIAN
            11.1 Appointment of a Custodian in Certain Cases. The Court of
Chancery, upon application of any stockholder, may appoint one or more
persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when: 
                 (i)   at any meeting held for the election of directors the
stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification
of their successors; or 
                 (ii)  the business of the corporation is suffering or is
threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required
vote for action by the board of directors cannot be obtained and the
stockholders are unable to terminate this division; or 
                 (iii) the corporation has abandoned its business and has
failed within a reasonable time to take steps to dissolve, liquidate or
distribute its assets. 
            11.2 Duties of Custodian.  The custodian shall have all the powers
and title of a receiver appointed under Section 291 of the General
Corporation Law of Delaware, but the authority of the custodian shall be to
continue the business of the corporation and not to liquidate its affairs and
distribute its assets, except when the Court of Chancery otherwise orders and
except in cases arising under Sections 226(a)(3) or 352(a)(2) of the General
Corporation Law of Delaware.