EXHIBIT 3.3

                                 AMENDED BYLAWS

                                       OF

                          FIRST AMERICAN RAILWAYS, INC.



                                    ARTICLE I

                                 IDENTIFICATION



                  SECTION 1. SEAL. The seal of the Corporation shall be circular
in form and mounted upon a metal die, suitable for impressing upon paper, and
shall bear the name of the Corporation and the words and number "Nevada,
Corporate Seal, 1987.

                  SECTION 2.  FISCAL YEAR.  The fiscal year of the
Corporation shall be determined by appropriate resolution of the
Board of Directors and may be changed from time to time by the
Board of Directors.

                  SECTION 3.  PLACE OF BUSINESS.  The Corporation may have
offices and do business at any place in any of the states,
districts or territories of the United States and in any and all
foreign countries.



                                   ARTICLE II

                    STOCK CERTIFICATES, TRANSFER AND RECORDS



                  SECTION 1. FORM OF SHARES CERTIFICATES. The shares of the
Corporation shall be represented by certificates, in such forms as the Board of
Directors may prescribe, signed by the Chairman of the Board or the President or
a Vice President and the Secretary or an Assistant Secretary or a Treasurer and
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the Officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a Transfer Agent or a Registrar other than the
Corporation or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.





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                  Each certificate representing shares shall state upon the face
thereof:

                  (1)  The name of the Corporation;

                  (2)  That the Corporation is formed under the laws of the
State of Nevada;

                  (3)  The name of the person or persons to whom issued;

                  (4)  The number and class of shares, and the designation
of the series, if any, which such certificate represents; and

                  (5)  The par value, if any, of each share represented by
such certificate; and

                  Should the Articles of Incorporation presently authorize, or
be amended to authorize, the issuance of shares of more than one class or more
than one series, in that event each certificate representing shares issued by
the Corporation shall set forth or fairly summarize upon the face or back of the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of:

                  (1) The designations, preferences, limitations, and relative
rights of each class or series of authorized shares to be issued.

                  (2) The variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.

                  Each certificate representing shares which are restricted as
to sale, disposition or other transfer of such shares shall state that such
shares are restricted as to transfer and shall set forth or fairly summarize
upon the certificate or shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of such
restrictions.

                  SECTION 2. TRANSFER OF SHARES. The rights against the
Corporation inherent in the shares represented by any stock certificate of this
Corporation are transferable only by registration of such shares in the name of
the assignee as the registered holder on the Stock Transfer Books of the
Corporation. The Board of Directors may appoint one or more Transfer Agents
and/or Registrars, jointly or severally, of the certificates representing the
shares of the stock of the Corporation and the Board of Directors may adopt such
rules and regulations concerning the issue, transfer and registration of the
stock of the Corporation as it may deem expedient and consistent with law, and

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may delegate the maintenance of the Stock Transfer Books and Record of
Shareholders and Shareholders Meeting Ledger derived therefrom to any duly
appointed Transfer Agent of the Corporation.

                  SECTION 3. RECORD OF SHAREHOLDERS. The Corporation shall keep
at its registered office or principal place of business or at the office of its
Transfer Agent or Registrar, among other records, a Record of Shareholders,
setting forth, among other things, the names and addresses of the holders of all
issued shares of the Corporation, the number, class and series, if any, of
shares and the date of issue of the certificates representing such shares and a
Stock Register, setting forth the total number of shares which the Corporation
is authorized to issue, and the total number of shares actually issued.

                  The officer or agent having charge of the Stock Transfer Books
for shares of the Corporation shall make, at least ten days before each meeting
of shareholders, a Shareholders Meeting Ledger which shall be a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number and class and series, if any, of shares held
by each. Such list shall be kept on file at the registered office of the
Corporation, at the principal place of business of the Corporation or at the
office of the Transfer Agent for a period of ten days prior to such meeting and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting. Shareholders shall be responsible for notifying
the Corporation or a Transfer Agent, in writing, of any changes in their names
or addresses from time to time, and failure to do so will relieve the
Corporation, its other shareholders, directors, officers, agents and attorneys,
of liability for failure to direct notices or other documents, or to pay over or
transfer dividends or other property or rights to a name or address other than
the name and address appearing in the Stock Transfer Books or Record of
Shareholders.

                  The original Stock Transfer Books shall be PRIMA FACIE
evidence as to the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.

                  Any person who is a holder of record of shares or voting
trust certificates therefore shall, upon written demand under oath stating the
purpose thereof, have the right to examine, in person or by agent or attorney,
at any reasonable times, for any proper purpose, its relevant books and records
of accounts, minutes and record of shareholders of the Corporation, and may make
extracts therefrom at the shareholder's expense. This right of inspection shall
not extend to any person who has within two years sold or offered for sale any
list of shareholders of the Corporation or any other corporation, has aided or
abetted any person in procuring any

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list of shareholders or holders of voting trust certificates for any such
purpose, has improperly used any information secured through any prior
examination of the books and records of account, minutes or record of
shareholders or of holders of voting trust certificates for shares of the
Corporation or any other corporation, or was not acting in good faith or for a
proper purpose in making his demand.

                  SECTION 4. LOSS OF CERTIFICATE. In case of loss or destruction
of any certificate of stock, the Board of Directors may authorize the issuance
of another certificate in its place upon proof, satisfactory to the Board, of
such loss or destruction. If the directors deem it advisable they may require
the giving of a satisfactory bond of indemnity to the Corporation in such sum as
they may provide before issuing such duplicate certificate.



                                   ARTICLE III

                             MEETING OF SHAREHOLDERS



                  SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
of the Corporation shall be held either at the principal office of the
Corporation or at such other place in the United States as shall be designated
by the Board of Directors.

                  SECTION 2. ANNUAL MEETING AND MEETINGS FOR THE ELECTION OF
DIRECTORS. An annual meeting of the shareholders for the election of directors
and transaction of other business shall be held on such date and at such place
in such city as the Board of Directors may determine.

                  SECTION 3.  SPECIAL MEETINGS.  Special meetings of the
shareholders may be called by the Board of Directors, or the
holder(s) of not less that ten percent of all of the shares
entitled to vote at the meeting.

                  SECTION 4. NOTICE OF MEETINGS - WAIVER. Written notice stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered to
each shareholder of record entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the Stock Transfer Books of the
Corporation, with postage thereon prepaid. A shareholder may waive notice in
writing of a

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shareholders' meeting either before or after the time of such meeting, and the
business or purpose of such meeting need not be specified in the waiver.
Attendance by a shareholder at a shareholders' meeting shall also constitute a
waiver of notice of such meeting, except when the person attends the 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 convened.

                  SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the Stock Transfer Books shall be closed for a
stated period not to exceed sixty days in any case. If the Stock Transfer Books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting.

                  In lieu of closing the Stock Transfer Books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken.

                  If the Stock Transfer Books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this section for the adjourned meeting.


                  SECTION 6.  VOTING AT MEETINGS.

                  (A) VOTING RIGHTS. At each election or directors, every
shareholder entitled to vote at such meeting shall have the right to vote, in
person or by proxy, the number of shares owned by him on the record date for as
many persons as there are directors to be elected. At each shareholders'
meeting, every shareholder

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entitled to vote at such meeting shall have the right to vote, in person or by
proxy, the number of shares owned by him on the record date upon each proposal
duly presented at the meeting.

                  Shares held by an administrator, executor, guardian,
conservator, committee, or other fiduciary, except a trustee, may be voted by
him, either in person or by proxy, without transfer of such shares into his
name. Shares held by a trustee may be voted by him, either in person or by
proxy, only after the shares have been transferred into his name as trustee, or
into the name of his nominee. The Corporation shall not be entitled to vote
Treasury Shares. In all cases a resolution shall be considered to be adopted by
the shareholders if approved by the affirmative vote of a majority of the shares
represented and entitled to vote on the question at a meeting duly held at which
a quorum is present. For purposes of determining the affirmative vote of a
majority of the shares represented and entitled to vote on any question at a
meeting held at which a quorum is present, abstentions shall not be included in
the total number of votes cast and shall not count for purposes of calculating
whether or not a majority has been obtained.

                  (B) QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a specified item of business is required to be voted on by a
class or series of stock, a majority of the shares of such class or series
entitled to vote shall constitute a quorum for the transaction of such item of
business by that class or series. After a quorum has been established at a
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof. For purposed of establishing a quorum only,
"shares entitled to vote, represented in person or by proxy," as used in this
subsection, shall include shares present at a meeting in person or by proxy but
not voted and shares present at a meeting in person or by proxy and cast as
abstentions.

                  (C)  PROXIES.  A shareholder may vote either in person or
by proxy executed in writing by the shareholder, or his duly
authorized attorney-in-fact.


                  (D) INSPECTORS OF PROXIES, VOTES AND ELECTIONS. The Board of
Directors at its annual meeting may appoint two or more Inspectors of Proxies,
Votes and Elections to serve until the final adjournment of the next annual
shareholders' meeting. If they fail to make such appointment, or if their
appointees, or any of them, fail to appear at any meeting of shareholders, the
Chairman of the meeting of the shareholders may appoint other Inspectors to
serve for the meeting.

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                  Each Inspector, before entering upon the discharge of his
duties, shall execute a certificate faithfully to perform the duties of an
Inspector at such meeting with strict impartiality and according to the best of
his ability.

                  The Inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the Inspectors shall make a report in writing of any challenge, question or
matter determined by them and execute a certificate of any fact found by them.
Any report or certificate made by them shall be PRIMA FACIE evidence of the
facts stated and of the vote as certified by them.

                  SECTION 7. ADJOURNMENT OF MEETINGS. If a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date who is entitled to vote at such meeting.

                  SECTION 8. ACTION WITHOUT A MEETING. When shareholders holding
not less than a majority of the voting shares entitled to vote on or authorize
any action shall determine to take such action without a meeting, they shall
sign a written consent on the record of the action taken and such action shall
be as valid as if a meeting had been legally called and notified.

                  SECTION 9.  MINUTES.  Minutes shall be made of all
shareholder proceedings, which minutes shall be taken and kept by
the Secretary of the Corporation.





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                                   ARTICLE IV

                             THE BOARD OF DIRECTORS



                  SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. The Board of Directors of the Corporation shall consist of not less
than one nor more than nine members, with the precise number to be set, from
time to time, by the Board of Directors. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected and qualified, or until his earlier resignation, removal from office, or
death. Directors need not be residents of the State of Nevada or shareholders of
the Corporation.

                  SECTION 2. ELECTION. At the annual meeting of shareholders,
the shareholders shall elect directors to hold office until the next succeeding
annual meeting or until their successors have been elected and qualified. If
directors are not elected at the annual meeting, or the incumbent directors are
not elected at the annual meeting, the incumbent directors shall continue in
office until their successors are elected and qualified.

                  SECTION 3. VACANCIES. Whenever any vacancies shall occur in
the Board of Directors by death, resignation, removal, increase in the number of
directors or otherwise, the same may be filled by the affirmative vote of a
majority of the remaining directors even if less than a quorum of the Board of
Directors, and the director so elected shall hold office only until the next
election of directors by shareholders.

                  SECTION 4. PLACE, CALL AND ADJOURNMENT OF DIRECTORS' MEETINGS.
Meetings of the Board of Directors may be held either within or without the
state. Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation or by any two directors. The Chairman
of the Board shall preside at all directors' meetings.

                  A majority of the directors present at a meeting, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting to another time or place shall be given,
in the manner described above, to the directors who were not present at the time
of the adjournment and, unless such time and place are announced at the meeting,
to the other directors.

                  SECTION 5.  ANNUAL MEETING.  The Board of Directors shall
meet each year immediately after the annual meeting of shareholders
for the purpose of organization, election of officers and
consideration of any other business that may properly be brought

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before the meeting. No notice of any kind to either old or new members of the
Board of Directors for such annual meeting shall be necessary.

                  SECTION 6. OTHER MEETINGS. Other meetings of the Board of
Directors may be held upon written notice by mail, telegram or cablegram at
least two days prior to the day for such meeting. Notice of any meeting of the
Board of Directors may be waived in writing signed by the person or persons
entitled to such notice, whether before or after the time of such meeting.
Attendance of a director at such meeting shall constitute a waiver of notice
thereof. The purpose or purposes of such meeting of the Board of Directors need
not be specified in the notice, or waiver of notice of such meeting.

                  SECTION 7. QUORUM AND ACTS. A majority of the members of the
Board of Directors then in office shall constitute a quorum for the transaction
of business. The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, except
that any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors, is filed in the
minutes of the proceedings of the Board.

                  Members of the Board of Directors or any committee thereof
shall be deemed present at any meeting of the Board or the committee if a
conference telephone or other similar communications equipment by means of which
all persons participating in the meeting can hear each other is used.

                  SECTION 8. REMOVAL. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holder(s) of a majority of the
shares then entitled to vote at an election of directors.

                  SECTION 9. RESIGNATION. Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
President or Secretary of the Corporation. Such resignation shall take effect at
the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  SECTION 10. COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an executive committee and other committees, each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority to:


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                  (1)  Approve or recommend to the shareholders actions or
                  proposals required to be approved by shareholders.

                  (2)  Designate candidates for the office of director, for
                  purposes of proxy solicitation by shareholders.

                  (3)  Fill vacancies on the Board of Directors or any
                  committee thereof.

                  (4)  Amend the bylaws.

                  (5) Authorize or approve the reacquisition of shares unless
                  pursuant to a general formula or method specified by the Board
                  of Directors.

                  (6) Authorize or approve the issuance or sale of, or any
                  contract to issue or sell, shares, or designate the terms of a
                  series of a class of shares, except that the Board of
                  Directors, having acted regarding general authorization for
                  the issuance or sale of shares, or any contract therefor, and,
                  in the case of a series, the designation thereof, may,
                  pursuant to a general formula or method specified by the Board
                  by resolution or by adoption of a stock option or other plan,
                  authorize a committee to fix the terms of any contract under
                  which shares may be issued or sold, including, without
                  limitation, the price, the rate or manner of payment of
                  dividends, provisions for redemption, sinking funds,
                  conversion, and voting or preferential rights, and provisions
                  for other features of a class of shares, or a series of a
                  class of shares, with full power in such committee to adopt
                  any final resolution setting forth all the terms thereof and
                  to authorize the statement of the terms of a series for filing
                  with the Nevada Department of State.


                  The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.

                  Unless a greater proportion is required by the resolution
designating a committee, a majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of business, and
the vote of a majority of the members present at a meeting at the time of such
vote, if a quorum is then present, shall be the act of such committee, except
that any action which may be taken at a meeting of such committee may be taken
without a meeting if consent in writing, setting forth the action so to be
taken, signed by all of the members of the committee, is filed in the minutes of
the proceedings of the committee.

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                  Each such committee shall serve at the pleasure of the Board
of Directors.

                  SECTION 11.  COMPENSATION.  The Board of Directors shall
have authority to fix the compensation of directors for services in
any capacity.

                  SECTION 12.  INTEREST OF A DIRECTOR IN TRANSACTIONS.  No
contract or other transaction between the Corporation and one or
more of its directors or any other corporation, firm, association
or entity in which one or more of its directors are directors or
officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction or because his or their votes
are counted for such purposes, if:

                  (1) The fact of such relationship or interest is disclosed or
                  known to the Board of Directors or committee which authorizes,
                  approves or ratifies the contract or transaction by a vote or
                  consent sufficient for the purpose without counting the votes
                  or consents of such interested directors; or

                  (2) The fact of such relationship or interest is disclosed or
                  known to the shareholders entitled to vote and they authorize,
                  approve or ratify such contract or transaction by vote or
                  written consent; or

                  (3) The contract or transaction is fair and reasonable as to
                  the Corporation at the time it is authorized by the Board, a
                  committee, or the shareholders.


                  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.



                                    ARTICLE V

                                  THE OFFICERS



                  SECTION 1.  OFFICERS.  The Board of Directors at their
annual meeting each year shall elect a Chairman of the Board,
President, Secretary and a Treasurer, and such other officers and
assistant officers and agents as may be deemed necessary by the

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Board of Directors. Any two or more offices may be held by the same person. All
officers shall serve until the next annual meeting of the Board of Directors or
until their respective successors are elected and qualified.

                  SECTION 2. VACANCIES. Whenever any vacancies shall occur in
any office by death, resignation, removal, increase in the number of officers of
the Corporation, or otherwise, the same shall be filled by the Board of
Directors, and the officer so elected shall hold office until his successor is
elected and qualified.

                  SECTION 3. DUTIES. The Chairman of the Board shall preside at
all shareholders' meetings and meetings of the Board of Directors. The
President, in the absence of the Chairman of the Board, shall preside at all
shareholders' meetings or meetings of the Board of Directors. The Secretary and
the Treasurer shall perform such duties as are from time to time assigned to
them by the Board of Directors. The Secretary shall have custody of and maintain
all of the corporate records, except the financial records. The Treasurer shall
have custody of all corporate funds and financial records, shall keep full and
accurate accounts of receipts and disbursements and render account thereof at
the annual meeting of shareholders and whenever else required by the Board of
Directors or President. It shall be the responsibility of the Treasurer to
prepare the following not later than four months after the close of each fiscal
year and to maintain such in the registered office of the Corporation:

                  (a) A balance sheet showing in reasonable detail the financial
                  condition of the Corporation as of the close of its fiscal
                  year. 
                  (b) A profit and loss statement showing the result of
                  its operation during its fiscal year.

                  SECTION 4.  COMPENSATION.  The compensation of the
officers shall be fixed, from time to time, by the Board of
Directors.

                  SECTION 5. REMOVAL. Any officer elected or appointed by the
Board of Directors may be removed by the Board whenever in its judgment the best
interests of the Corporation will be served thereby. Removal shall be without
prejudice to the contract rights, if any, of the person removed. Election or
appointment of an officer shall not of itself create contract rights.

                  SECTION 6.  RESIGNATION.  Any officer of the Corporation
may resign at any time by giving written notice to the Board of
Directors or to the President or Secretary of the Corporation.
Such resignation shall take effect at the time specified therein;

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and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

                  SECTION 7. CORPORATE INSTRUMENTS. All checks and drafts on,
and withdrawals from, the Corporation's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, endorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.



                                   ARTICLE VI

                                   AMENDMENTS



                  The Board of Directors of the Corporation shall have the power
to alter, amend or repeal the Bylaws or adopt new Bylaws; provided, however, any
Bylaw may be repealed or changed by the shareholders, and new Bylaws may be
adopted by the shareholders. The shareholders may prescribe in any Bylaws made
by them that such Bylaw shall not be altered, amended or repealed by the Board
of Directors.



                                  ARTICLES VII

                                 INDEMNIFICATION



                  Any person who was or is a party, or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and whether or not
brought by or in the right of the Corporation, by reason of the fact that he or
she 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, shall be indemnified by the Corporation (unless the conduct of
such person is finally adjudged to have been grossly negligent or to constitute
willful misconduct) against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit, or proceeding, including any appeal
thereof. Any such expenses, including attorney's fees, incurred in defending a
civil or criminal action, suit, or proceeding shall be paid by the

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Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the Corporation as
authorized in this Bylaw. Indemnification hereunder shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such person.
The foregoing rights of indemnification shall not be deemed exclusive of any
other right to which any such person may otherwise be entitled apart from this
Bylaw.

                  The Board of Directors may authorize the purchase and
maintenance of 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 this
Bylaw.


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