EXHIBIT 2.3

                      TEEKAY SHIPPING CORPORATION

                      AMENDED AND RESTATED BYLAWS
                       DATED AS OF JUNE 15, 1999

                              1.00 OFFICES

     The  registered  office  of the  Corporation  shall be at 80 Broad  Street,
Monrovia,  Liberia.  The  Corporation may also have an office or offices at such
other places  within or outside  Liberia as the Board of Directors may from time
to time designate or the business of the Corporation may require.

                            2.00 SHAREHOLDERS

     2.01 Annual Meeting.  The annual meeting of  shareholders  shall be held on
such day, and at such time and place within or outside  Liberia as the Directors
may from time to time  determine,  for the  purpose of  electing  Directors  and
transacting  such other  business as may properly be brought before the meeting.
Only such business  shall be conducted at an annual meeting of  shareholders  as
shall have been  properly  brought  before the meeting.  To be properly  brought
before  an annual  meeting,  business  must be (a)  specified  in the  notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (b)  otherwise  properly  brought  before  the  meeting by or at the
direction of the Board of Directors,  or (c) otherwise  properly  brought before
the meeting by a shareholder or shareholders  of the Corporation  holding in the
aggregate  not  less  than 15% of the  shares  having  the  right to vote at the
meeting.  For business to be properly  brought  before an annual meeting by such
shareholder or  shareholders,  the shareholder or  shareholders  must have given
timely notice thereof in writing to the Secretary. To be timely, a shareholder's
or  shareholders'  notice  must be  delivered  to or mailed and  received at the
principal  office of the Corporation not less than 60 days nor more than 90 days
prior to the meeting; provided, that in the event that less than 70 days' notice
of  the  date  of the  meeting  is  given  to the  shareholders,  notice  by the
shareholder or  shareholders to be timely must be so received not later than the
close of business on the seventh day  following  the day on which such notice of
the date of the meeting was mailed. A shareholder's  or shareholders'  notice to
the  Secretary  shall  set  forth  (a) as to  each  matter  the  shareholder  or
shareholders  propose to bring before the annual meeting, a brief description of
the business  proposed to be brought before the annual meeting,  the language of
the proposal,  if  appropriate,  and the reasons for conducting such business at
the  annual  meeting,   (b)  the  name  and  address,  as  they  appear  on  the
Corporation's books, of the shareholder or shareholders proposing such business,
(c) a representation  that the shareholder or shareholders hold in the aggregate
not less than 15% of the shares  having the right to vote at the  meeting  and a
statement  of the class  and  number  of  shares  of the  Corporation  which are
beneficially owned by the shareholder or shareholders, (d) any material interest
of the shareholder or shareholders  in such business,  and (e) a  representation
that the shareholder or  shareholders  intend to appear in person or by proxy at
the meeting to present the  business  specified  in the notice.  Notwithstanding
anything in these Bylaws to the contrary,  no business shall be conducted at any
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 2.01.  The Board of Directors or the Chairman of the meeting  shall,  if
the facts  warrant,  determine  (i) that a proposal does not  constitute  proper
business to be transacted at the meeting, or (ii) that business was not properly
brought  before the meeting in  accordance  with the  provisions of this Section
2.01,  and, if it is so determined,  in either case, any such business shall not
be transacted.  The procedures set forth in this Section 2.01 for business to be
properly  brought before an annual meeting by a shareholder or shareholders  are
in addition to, and not in lieu of,  provisions  of  applicable  law,  rules and
regulations.

     2.02 Special Meetings.  Special meetings of shareholders,  unless otherwise
prescribed  by law,  may be called  for any  purpose at any time by order of the
Board of Directors.  Such meetings shall be held at such place, date and time as
may be designated in the notice thereof.

     2.03 Notice of Meetings.  Notice of every  meeting of  shareholders  (other
than any meeting the giving of notice of which is otherwise  prescribed  by law)
stating the date, time,  place and purpose  thereof,  and in the case of special
meetings,  the name of the person or persons  at whose  direction  the notice is
being issued, shall be given personally or sent by courier service, mail, telex,
cable or  facsimile  at least  fifteen  but not more than sixty days before such
meeting,  to each  shareholder  of record  entitled to vote  thereat and to each
shareholder  of record  who, by reason of any action  proposed  at such  meeting
would be entitled to have his or her shares appraised if such action were taken,
and the notice  shall  include a statement  of that  purpose and to that effect.
Notice of a special  meeting  shall  state the purpose of the  proposed  special
meeting and the  business  transacted  at any special  meeting  shall be limited
accordingly. If mailed, notice shall be deemed to have been given when deposited
in the mail,  directed  to the  shareholder  at his or her  address  as the same
appears on the record of  shareholders of the  Corporation.  Notice of a meeting
need not be given to any  shareholder  who  submits a signed  waiver of  notice,
whether  before  or after  the  meeting,  or who  attends  the  meeting  without
protesting,  prior to the conduct of any voting  thereat,  the lack of notice to
him or  her.  Accidental  omission  to  give  notice  of a  meeting  to,  or the
non-receipt of notice of a meeting by, any shareholder  shall not invalidate the
proceedings of that meeting.

     When a meeting  is  adjourned  to  another  time or place,  it shall not be
necessary,  unless the meeting was  adjourned for lack of a quorum or unless the
Board fixes a new record date for the adjourned  meeting,  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.  At such
adjourned  meeting,  any  business  may  be  transacted  that  might  have  been
transacted on the original date of the meeting.

     2.04 Quorum and Voting. Except as otherwise expressly provided by law or by
the  Articles  of  Incorporation,   a  majority  of  shares  entitled  to  vote,
represented  in person or by proxy,  shall  constitute  a quorum at a meeting of
shareholders.

     If a quorum is present,  and except as otherwise expressly provided by law,
by the Articles of  Incorporation  or by the Bylaws,  the affirmative  vote of a
majority of the shares of stock  represented  at the meeting shall be the act of
the shareholders.  At any meeting of shareholders,  each shareholder entitled to
vote thereat shall be entitled to one vote for each such share,  and may so vote
either in person or by proxy  appointed  by  instrument  in  writing  (including
facsimile),  signed by the  shareholder or the  shareholder's  attorney-in-fact.
Except as otherwise  expressly  provided by law, every proxy is revocable at the
pleasure of the  shareholder  executing  it.  Voting  shall be by show of hands,
unless a poll or written ballot is directed by the Chairman. Any action required
or  permitted  to be taken at a meeting  may be taken  without  a  meeting  if a
written  consent,  setting  forth the  action so taken,  is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

     2.05 Right to Vote and Fixing of Record Date.  The Board of  Directors  may
fix a time not more than sixty days nor less than fifteen days prior to the date
of any meeting of shareholders, or more than sixty days prior to the last day on
which the consent or dissent of  shareholders  may be expressed  for any purpose
without a meeting,  as the time as of which  shareholders  entitled to notice of
and to vote at such  meeting or whose  consent or dissent is  required or may be
expressed  for any  purpose,  as the case may be, shall be  determined,  and all
persons who were holders of record of voting shares at such time, and no others,
shall be entitled to notice of and to vote at such  meeting or to express  their
consent or dissent, as the case may be.

     The Board of Directors  may fix a time not exceeding  sixty days  preceding
the date fixed for the payment of any dividend,  the making of any distribution,
the allotment of any rights or the taking of any other action,  as a record time
for the determination of the shareholders entitled to receive any such dividend,
distribution or allotment or for the purpose of such other action.

     With  respect to holders of shares  entitled to vote at the  meeting,  such
shareholders  shall  present  thereat  proof  of  identity  satisfactory  to the
secretary of the meeting.

     If a holder of shares  desires to vote by proxy,  such proxy  nominee shall
present proof of identity satisfactory to the secretary of the meeting. No proxy
shall be valid  after  the  expiration  of  eleven  months  from the date of its
execution  unless the  shareholder  executing it shall have specified  therein a
longer time during which it is to continue in force.

     2.06  Attendance  by  Directors,  etc. The  Directors,  the  officers,  the
auditors and the  solicitors of the  Corporation  shall be entitled to attend at
any meeting of shareholders but no such person shall be counted in the quorum or
be entitled to vote at any meeting of shareholders unless such person shall be a
member or proxyholder entitled to vote thereat.

                             3.00 BOARD OF DIRECTORS

     3.01 Numbers.  Subject to and in accordance  with the provisions of Section
6.3 of the Liberian Business  Corporation Act ("LBCA"),  the number of Directors
constituting  the  entire  Board  shall be not less than 3 and shall be not more
than 11. Subject to such  limitations,  such number shall be fixed by resolution
of the Board and such number shall be  increased or decreased  from time to time
by vote of a  majority  of the  entire  Board.  No  decrease  in the  number  of
Directors  shall  have  the  effect  of  shortening  the  term of any  incumbent
Director.

     3.02 How Elected; Classification. Prior to such time as the Corporation has
a classified  Board of Directors in  accordance  with the  following  provisions
hereof,  the Directors of the Corporation shall be elected at the annual meeting
of  shareholders.  At the first  annual  meeting  of  shareholders  (the  "First
Election Meeting") at which the shareholders of the Corporation approve thereof,
the Board  shall be divided  into three  classes.  Each class shall be as nearly
equal in  number  as  possible  and no class  shall  include  fewer  than  three
Directors.  Subject to the foregoing and to the LBCA, the Board of Directors may
assign  the  Directors  to the  classes  in any  manner.  At the First  Election
Meeting, the number of Directors  constituting the entire Board shall be elected
in such three  classes:  the first class to be  composed  of three (or more,  if
applicable) Directors who shall be elected to hold office for a term expiring at
the  close of the first  annual  meeting  of  shareholders  following  the First
Election  Meeting;  the  second  class to be  composed  of three  (or  more,  if
applicable) Directors who shall be elected to hold office for a term expiring at
the close of the second  annual  meeting  of  shareholders  following  the First
Election  Meeting;  and the third  class to be  composed  of three (or more,  if
applicable) Directors who shall be elected to hold office for a term expiring at
the  close of the third  annual  meeting  of  shareholders  following  the First
Election Meeting.

     At each annual meeting of  shareholders  of the  Corporation  following the
First Election Meeting (each a "Subsequent  Election Meeting"),  three (or more,
if applicable) Directors to replace those whose terms expire shall be elected to
hold  office for a term  expiring  at the close of the third  annual  meeting of
shareholders    following   the   particular    Subsequent   Election   Meeting.
Notwithstanding the foregoing, each Director shall be elected to serve until his
or her successor shall have been duly elected and qualified, except in the event
of his or her death,  resignation,  removal or the earlier termination of his or
her term of office.  A Director  whose term of office  expires shall be eligible
for re-election.

     3.03 Procedure for Nomination. Only persons who are nominated in accordance
with the  procedures  set  forth in this  Section  3.03  shall be  eligible  for
election as Directors by the  shareholders.  Nominations of persons for election
to the Board of Directors may be made at an annual meeting of shareholders by or
at the direction of the Board of Directors or by a shareholder  or  shareholders
of the  Corporation  holding  in the  aggregate  not less than 15% of the shares
having  the right to vote for the  election  of  Directors  at the  meeting  who
complies or comply with the notice  procedure  set forth in this  Section  3.03.
Such  nominations,  other than those made by or at the direction of the Board of
Directors,  shall be made pursuant to timely notice in writing to the Secretary.
To be timely, a shareholder's  or shareholders'  notice shall be delivered to or
mailed and received at the principal  office of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided that in the event less
than 70 days' notice of the date of the meeting is given to shareholders, notice
by the  shareholder or  shareholders  to be timely must be so received not later
than the close of business on the  seventh day  following  the day on which such
notice  of  the  date  of  the  meeting  was  mailed.   Such   shareholder's  or
shareholders'  notice shall set forth (a) as to each person whom the shareholder
or  shareholders  propose to nominate for election as a Director,  (i) the name,
age,  business  and  residence  address  of  such  person,  (ii)  the  principal
occupation or employment of such person, (iii) the class and number of shares of
the Corporation that are beneficially  owned by such person,  and (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  Director  if
elected);  and (b) as to the shareholder or  shareholders  giving the notice (i)
the name  and  address,  as they  appear  on the  Corporation's  books,  of such
shareholder  or  shareholders,  (ii) a  representation  that the  shareholder or
shareholders  hold in the  aggregate  not less than 15% of the shares having the
right to vote for the election of Directors at the meeting and  statement of the
class and number of shares of the  Corporation  that are  beneficially  owned by
such  shareholder  or  shareholders,   and  (iii)  a  representation   that  the
shareholder  or  shareholders  intend  to  appear  in  person or by proxy at the
meeting to make the  nomination  specified in the notice.  At the request of the
Board of Directors,  any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary that information required to be set
forth in a shareholder's  or  shareholders'  notice of nomination.  The Board of
Directors or the Chairman of the meeting shall, if the facts warrant,  determine
that a nomination was not made in accordance  with the procedures  prescribed by
these Bylaws,  and, if it is so determined,  the defective  nomination  shall be
disregarded.  The  procedures  set forth in this Section 3.03 for nomination for
the  election  of  Directors  by  shareholders  are in  addition  to, and not in
limitation of, any  procedures  now in effect or hereafter  adopted by or at the
direction of the Board of Directors or any committee thereof.

     3.04 Newly Created Directorships and Vacancies. Newly created Directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason, including the failure of the shareholders to elect the
entire Board at any election of Directors, may be filled by a vote of a majority
of the Directors then in office,  although less than a quorum exists. A Director
elected to fill a vacancy  (other than a vacancy  resulting  from an increase in
the  number  of  Directors)  becomes  a member  of the same  class as his or her
predecessor.

     3.05 Removal of Directors and resignations.

1.   Any or all of the  Directors may be removed for cause by vote of a majority
     of Directors constituting the entire Board of Directors,  or by vote of the
     shareholders.

2.   Any  Director  may  resign  at any time by  giving  written  notice  to the
     President or the 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.

3.   Except as  otherwise  provided  by the LBCA,  no act or  proceeding  of the
     Directors is invalid by reason only of there being less than the designated
     number of Directors in office.

     3.06 Organization. At each meeting of the Board of Directors, the President
or, in the  absence of the  President,  a chairman  chosen by a majority  of the
Directors present shall preside, and the Secretary of the Corporation or, in the
absence of the  Secretary,  a person  appointed  by the  chairman of the meeting
shall act as  secretary.  The Board of  Directors  may adopt  such rules as they
shall deem  proper,  not  inconsistent  with law or with these  Bylaws,  for the
conduct of their meetings and the management of the affairs of the  Corporation.
At all meetings of the Board of Directors,  business shall be transacted in such
order as the Board may determine.

     3.07 Regular  Meetings.  Regular  meetings of the Board of Directors may be
held at such time and place as may be  determined  by resolution of the Board of
Directors  and no notice  shall be required for any regular  meeting.  Except as
otherwise  provided  by law,  any  business  may be  transacted  at any  regular
meeting.

     3.08 Special  Meetings.  Special  meetings of the Board of  Directors  may,
unless  otherwise  prescribed  by  law,  be  called  from  time  to  time by the
President,  or any  officer  of the  Corporation  who is  also a  Director.  The
President  or the  Secretary  shall  call a special  meeting  of the Board  upon
written  request  directed  to either of them by any two  Directors  stating the
time, place and purpose of such special  meeting.  Special meetings of the Board
shall be held on such date, and at such time and place,  as may be designated in
the notice thereof by the officer calling the meeting.

     3.09 Notice of Special Meetings. Notice of the date, time and place of each
special  meeting of the Board of  Directors  shall be given to each  Director at
least forty-eight hours prior to such meeting, unless the notice is given orally
or  delivered  in person,  in which case it shall be given at least  twenty-four
hours prior to such meeting.  For the purpose of this  section,  notice shall be
deemed  to be  duly  given  to a  Director  if  given  to him or her  personally
(including  by  telephone)  or if such notice be delivered  to such  Director by
courier service, mail, telegraph, cable, telex, or facsimile, to his or her last
known address. Notice of a meeting need not be given to any Director who submits
a signed waiver of notice,  whether before or after the meeting,  or who attends
the meeting without protesting,  prior to the conduct of any voting thereat, the
lack of notice to him or her.

     3.10 Annual Meetings.  An annual meeting of the Board of Directors shall be
held in each year after the adjournment of the annual  shareholders  meeting and
on the  same  day.  If a  quorum  of the  Directors  is not  present  on the day
appointed  for the  annual  meeting,  the  meeting  shall be  adjourned  to some
convenient day.

     3.11 Participation by Conference  Telephone.  The Board of Directors or any
committee  thereof may  participate  in a meeting of such Board or  committee by
means of  conference  telephone or similar  communication  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.

     3.12 Quorum.  Except as  otherwise  provided by the LBCA, a majority of the
Directors at the time in office,  present in person or by proxy given to another
Director or conference telephone,  shall constitute a quorum for the transaction
of business.

     3.13 Voting.  The vote of the majority of the Directors,  present in person
or by proxy given to another Director or conference  telephone,  at a meeting of
the Board or a committee  thereof at which a quorum is present  shall be the act
of the  Board or the  committee,  as the case may be.  Any  action  required  or
permitted to be taken at a meeting may be taken without a meeting if all members
of the Board or the committee consent thereto in writing.

     3.14 Compensation.  The Board may from time to time, in its discretion, fix
the  amounts  which  shall be payable to members of the Board of  Directors  for
attendance  at the  meetings of the Board or of any  committee  and for services
rendered to the Corporation.

                           4.00 COMMITTEES

     4.01 Executive Committee. The Board of Directors may, by resolution adopted
by a majority vote of the entire Board,  designate two or more of the members of
the Board to constitute an Executive  Committee.  The Executive  Committee shall
have and may  exercise,  so far as may be  permitted  by law,  and to the extent
provided in said resolution and these Bylaws,  all of the powers of the Board in
the management of the affairs and property of the  Corporation  and the exercise
of its  corporate  powers,  and shall  have power to  authorize  the seal of the
Corporation  to be affixed to all papers which may require it; but the Executive
Committee  shall not have power to fill vacancies in the Board, or to change the
membership  of, or to fill vacancies in, the Executive  Committee,  or any other
committee  or to amend or repeal  Bylaws or adopt  new  Bylaws,  or to submit to
shareholders  any action  requiring  their  authorization,  or to fix Directors'
compensation for serving on the Board or on the Executive Committee or any other
committee,  or to amend or repeal any  resolutions  of the Board  which by their
terms shall not be so amendable or repealable. The Board shall have the power at
any time to fill vacancies in, to change the membership of, or to dissolve,  the
Executive  Committee  with or without  cause.  The Executive  Committee may hold
meetings and make rules for the conduct of its business as it shall from time to
time deem necessary.  A majority of the members of the Executive Committee shall
constitute a quorum. All action of the Executive  Committee shall be reported to
the Board at its meeting next succeeding such action.

     4.02 Other  Committees.  The Board of Directors may, in its discretion,  by
resolution  adopted  by a  majority  vote of the  entire  Board,  appoint  other
committees  composed of two or more Directors  which shall have and may exercise
such powers as shall be conferred or  authorized  by the  resolution  appointing
them. A majority of any such committee may determine its action and fix the time
and  place of its  meetings,  unless  the  Board of  Directors  shall  otherwise
provide.  The Board shall have power at any time to change the membership of any
such committee,  to fill vacancies,  and to discharge any such committee with or
without cause.  Each committee shall keep a record of its proceedings and report
the same to the Board when required.  No committee  shall have the power to fill
vacancies in the Board,  or to change the membership of or to fill vacancies in,
the Executive Committee or any other committee,  or to amend or repeal Bylaws or
adopt new  Bylaws,  or to submit to  shareholders  any  action  requiring  their
authorization, or to fix Directors' compensation for sitting on the Board or the
Executive Committee or any other committee, or to amend or repeal any resolution
of the Board which by its terms shall not be amendable or repealable.

                              5.00 OFFICERS

     5.01  Number  and  Designations.  The  Board  of  Directors  shall  elect a
President,  Secretary  and  Treasurer  and such  other  officers  as it may deem
necessary.  Officers  may be of any  nationality  and need not be  residents  of
Liberia. The officers shall be elected annually by the Board of Directors at its
first meeting  following the annual  election of Directors,  but in the event of
the failure of the Board to so elect any officer, such officer may be elected at
any subsequent  meeting of the Board of Directors.  The salaries of officers and
any  other  compensation  paid to them  shall be fixed  from time to time by the
Board of Directors.  The Board of Directors may elect additional officers at any
meeting.

     Each  officer  shall hold  office  until the first  meeting of the Board of
Directors  following the next annual  election of Directors and until his or her
successor shall have been duly elected and qualified, except in the event of the
earlier  termination of his or her term of office,  through death,  resignation,
removal or otherwise.

     Any officer may be removed by the Board at any time with or without  cause.
Any vacancy in an office may be filled for the unexpired  portion of the term of
such office by the Board of Directors at any regular or special meeting.

     5.02 President.  The President shall be the chief executive  officer of the
Corporation  and  shall  have  the  general  management  of the  affairs  of the
Corporation  together with the powers and duties usually  incident to the office
of President,  except as specifically  limited by appropriate  resolution of the
Board of  Directors,  and shall have such other  powers and  perform  such other
duties as may be assigned to him or her by the Board of Directors. The President
shall preside at all meeting of shareholders at which he or she is present.

     5.03 Secretary. The Secretary shall act as Secretary of all meetings of the
shareholders and of the Board of Directors at which he or she is present,  shall
have  supervision  over the  giving and  serving of notices of the  Corporation,
shall be the  custodian of the corporate  records and the corporate  seal of the
Corporation,  shall be  empowered  (together  with  the  other  officers  of the
Corporation)  to affix the corporate seal to those  documents,  the execution of
which, on behalf of the Corporation  under its seal, is duly authorized and when
so affixed may attest the same,  and shall  exercise the powers and perform such
other  duties as may be assigned to him or her by the Board of  Directors or the
President.

     5.04 Treasurer.  The Treasurer shall have general supervision over the care
and  custody  of the  funds,  securities,  and  other  valuable  effects  of the
Corporation  and shall deposit the same or cause the same to be deposited in the
name of the  Corporation  in such  depositories  as the Board of  Directors  may
designate,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, shall have supervision over the accounts of all receipts and
disbursements of the Corporation,  shall, whenever required by the Board, render
or cause to be rendered financial statements of the Corporation,  shall have the
power and perform the duties  usually  incident to the office of Treasurer,  and
shall have such powers and perform  such other  duties as may be assigned to him
or her by the Board of Directors or President.

     5.05 Other  Officers.  Officers  other than those  treated in Sections 5.02
through 5.04 of these Bylaws shall  exercise such powers and perform such duties
as may be assigned to them by the Board of Directors or the President.

     5.06  Attorneys-in-Fact.  The Board of  Directors  shall  have the power to
appoint  attorneys-in-fact  for the Corporation with such powers  (including the
power of substitution) as the Board of Directors shall deem appropriate.

     5.07 Bond. The Board of Directors shall have power to the extent  permitted
by law, to require any  officer,  agent or employee of the  Corporation  to give
bond for the faithful  discharge of his or her duties in such form and with such
surety or sureties as the Board of Directors may deem advisable.

                        6.00 CERTIFICATES FOR SHARES

     6.01 Form and Issuance.  The shares of the Corporation shall be represented
by  certificates  in form  meeting the  requirements  of law and approved by the
Board of  Directors.  Certificates  shall be signed by (a) the  President or any
Vice-President,  and  (b) by the  Secretary  or an  Assistant  Secretary  or the
Treasurer.  The signatures of the officers upon a certificate  may be facsimiles
if the  certificate  is  countersigned  by a transfer  agent or  registered by a
registrar  other than the  Corporation  itself or its employees.  In case of any
officer  who has signed or whose  facsimile  signature  had 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 or she
were such officer at the date of issue.

     6.02  Transfers.  The Board of Directors  shall have power and authority to
make such  rules  and  regulations  as they may deem  expedient  concerning  the
issuance,  registration and transfer of certificates  representing shares of the
Corporation's  stock.  The  transfer  of shares  issued  to  bearer  shall be by
delivery of the certificate or certificates representing such shares.

     6.03 Share Register.  The Corporation shall maintain a share register to be
kept on file in any office of the  Corporation  or any office of a registrar  or
transfer agent.

     6.04 Lost or Destroyed Certificates. No certificates for shares of stock of
the Corporation shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed,  except upon production of such evidence of the loss,
theft or destruction and upon  indemnification of the Corporation and its agents
to such extent and in such manner as the Board of Directors may require.

                              7.00 DIVIDENDS

     Dividends may be declared in conformity  with law by, and at the discretion
of, the Board of Directors at any regular or special  meeting.  Dividends may be
declared and paid in cash, stock or other property of the Corporation.

                         8.00 MISCELLANEOUS PROVISIONS

     8.01 Fiscal Year. The fiscal year of the Corporation shall begin on January
1st of each year and shall end on the last day of December following.

     8.02  Checks and Notes.  All  checks and drafts on the  Corporation's  bank
accounts and all bills of exchange  and  promissory  notes and all  acceptances,
obligations and other  instruments for the payment of money,  shall be signed by
such  officer or  officers or agent or agents as shall be  thereunto  authorized
from time to time by the Board of Directors.

     8.03 Corporate  Seal.  The corporate seal shall have inscribed  therein the
name of the Corporation and such other information as the Board of Directors may
from time to time determine.  In lieu of such corporate seal, when so authorized
by the Board of Directors or a duly  empowered  committee  thereof,  a facsimile
thereof may be impressed or affixed or reproduced.

                             9.00 AMENDMENTS

     9.01 By The Shareholders. These Bylaws may be amended, added to, altered or
repealed,  or new Bylaws may be adopted,  at any meeting of  shareholders of the
Corporation  by the  affirmative  vote of the holders of a majority of the stock
present and voting at such meeting,  provided  notice that an amendment is to be
considered  and acted upon is inserted in the notice or waiver of notice of said
meeting.

     9.02 By The Directors.  These Bylaws may be amended,  added to, altered, or
repealed, or new Bylaws may be adopted, at any regular or special meeting of the
Board of Directors by the  affirmative  vote of a majority of the entire  Board,
subject, however, to the power of the shareholders to alter, amend or repeal any
Bylaw so adopted.

                          10.00 INDEMNIFICATION

     10.01 Right To  Indemnification.  Each person who was or is made a party to
or is otherwise involved  (including,  without limitation,  as a witness) in any
actual or  threatened  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact that he or she is or was a Director or officer of the  Corporation or that,
being  or  having  been  such  a  Director  or  officer  or an  employee  of the
Corporation,  he or she is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is  alleged  action  in an  official  capacity  as such a  Director,
director,  officer,  employee or agent or in any other capacity while serving as
such a Director,  director, officer, employee or agent, shall be indemnified and
held harmless by the  Corporation  to the full extent  permitted by the LBCA, as
the same  exists  or may  hereafter  be  amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than permitted  prior  thereto),  or by
other applicable law as then in effect, against all expense,  liability and loss
(including attorneys' fees, judgments, fines and ERISA excise taxes or penalties
and amounts paid in settlement)  actually and reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification  shall continue
as to an indemnitee who has ceased to be a Director, director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators;  provided  however,  that except as provided in subsection 10.02
hereof with respect to proceedings seeking to enforce rights to indemnification,
the  Corporation  shall  indemnify  any such  indemnitee  in  connection  with a
proceeding  (or  part  thereof)  initiated  by  such  indemnitee  only  if  such
proceeding  (or  part  thereof)  was  authorized  or  ratified  by the  Board of
Directors. The right to indemnification conferred in this subsection 10.01 shall
be a contract  right and shall  include the right to be paid by the  Corporation
the expenses  incurred in defending any such  proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided however that if
the LBCA requires,  an advancement of expenses  incurred by an indemnitee in his
or her capacity as a Director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee,  including,  without  limitation,
service to an employee  benefit  plan)  shall be made only upon  delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such  indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
determined  by final  judicial  decision from which there is no further right to
appeal that such  indemnitee is not entitled to be indemnified for such expenses
under this subsection 10.1 or otherwise.

     10.02 Right Of Indemnitee To Bring Suit. If a claim under  subsection 10.01
hereof is not paid in full by the Corporation  within sixty days after a written
claim has been received by the Corporation, except in the case of a claim for an
advancement  of expenses,  in which case the  applicable  period shall be twenty
days,  the  indemnitee  may  at any  time  thereafter  bring  suit  against  the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the  Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,  the indemnitee
shall be entitled to be paid also the expense of  prosecuting  or defending such
suit. The indemnitee shall be presumed to be entitled to  indemnification  under
this Section upon  submission of a written  claim (and, in an action  brought to
enforce a claim for an advancement of expenses,  where the required undertaking,
if any is required,  has been tendered to the  Corporation),  and thereafter the
Corporation  shall have the burden of proof to overcome the presumption that the
indemnitee is not so entitled. Neither the failure of the Corporation (including
its Board of Directors,  independent  legal counsel or its stockholders) to have
made a determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances nor an actual  determination by
the Corporation (including its Board of Directors,  independent legal counsel or
its stockholders) that the indemnitee is not entitled to  indemnification  shall
be a defense to the suit or create a presumption  that the  indemnitee is not so
entitled.

     10.03  Non-exclusivity Of Rights. The rights to indemnification  and to the
advancement of expenses  conferred in this Section shall not be exclusive of any
other right which any person may have or  hereafter  acquire  under any statute,
agreement,  vote of stockholders or disinterested  Directors,  provisions of the
Certificate of Incorporation or Bylaws of the Corporation, or otherwise.

     10.04  Insurance,  Contracts  and  Funding.  The  Corporation  may maintain
insurance,  at its  expense,  to  protect  itself  and any  Director,  director,
officer,   employee  or  agent  of  the  Corporation  or  another   corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability  or loss,  whether  or not the  Corporation  would  have the  power to
indemnify  such person  against such expense,  liability or loss under the LBCA.
The Corporation without further stockholder  approval,  may enter into contracts
with any Director,  director,  officer,  employee or agent in furtherance of the
provisions  of this  Section  and may  create  a trust  fund,  grant a  security
interest or use other means (including,  without limitation, a letter of credit)
to  ensure  the  payment  of  such   amounts  as  may  be  necessary  to  effect
indemnification as provided in this Section.

     10.05  Indemnification  of  Employee  and  Agents of the  Corporation.  The
Corporation  may,  by  action  of  the  Board  of  Directors,  grant  rights  to
indemnification  and advancement of expenses to employees or agents or groups of
employees  or agents of the  Corporation  with the same  scope and effect as the
provisions of this Section with respect to the  indemnification  and advancement
of expenses of Directors and officers of the Corporation; provided however, that
an  undertaking  shall be made by an  employee  or agent only if required by the
Board.

     10.06 Persons Serving Other Entities.  Any person who is or was a Director,
officer or  employee of the  Corporation  who is or was serving as a director or
officer of another  corporation  of which a majority  of the shares  entitled to
vote in the election of its directors is held by the Corporation shall be deemed
to  be  so  serving  at  the  request  of  the   Corporation   and  entitled  to
indemnification and advancement of expenses under subsection 10.01 hereof.