BYLAWS OF CADIZ, INC.
 
                           ARTICLE I
 
                       CORPORATE OFFICES
 
 
1.1  Registered Office.
     ------------------
 
     The registered office of the corporation shall be
Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801.  The
name of the registered agent of the corporation at such
location shall be the Corporation Trust Company.
 
1.2  Principal Offices.
     -----------------
 
     The Board of Directors shall fix the location of the
principal executive office of the corporation at any place
within or outside the State of Delaware.  If the principal
executive office is located outside this State and the
corporation has one or more business offices in this State, the
Board of Directors shall likewise fix and designate a principal
business office in the State of Delaware.
 
1.3  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 as designated by the
Board of Directors.  In the absence of any such designation,
stockholders' meetings shall be held at the principal executive
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 only
(a) by the Board of Directors pursuant to a resolution adopted
by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is
presented to the Board for adoption) or (b) by the Chief
Executive Officer or the President.  Special meetings may not
be called by any other person or persons.  Business transacted
at each special meeting shall be confined to the purpose or
purposes stated in the notice of such meetings.
 
2.4  Notice of Stockholders' Meetings.
     ---------------------------------
 
     Notices of meeting 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, unless he shall have
filed with the Secretary of the corporation a written request
that notices be mailed to some other address, in which case it
shall be directed to the stockholder at such other address.  An
affidavit of the Secretary or an assistant secretary or of the
transfer agent of the corporation that the notice has been
given shall be, in the absence of fraud, prima facie evidence
of the facts stated therein.
 
2.6  Quorum.
     ------
 
     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of
Incorporation.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then either the
chairman of the meeting of the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
is present or represented.  At such adjourned meeting at which a
quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as
originally noticed.
 
     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon
which, by provision of the statutes or of the Certificate of
Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the
questions.
 
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  Conduct of Business.
     -------------------
 
     At each meeting of stockholders, the Chairman of the
Board, the President and Chief Operating Officer or a Vice
President, as determined by the Board of Directors or, if not
so determined, in the order referred to and by seniority if
there be more than one officer of any rank so referred to, or
in the absence of any such officer, a chairman chosen by the
vote of the stockholders present in person or represented by
proxy at the meeting and entitled to cast a majority of the
votes which might be cast at such meeting for the election of
directors or, if in the case of a special meeting at which
directors are not to be elected, the other matter(s) to be
voted on at the meeting, shall act as chairman.  The Secretary,
or in his or her absence an Assistant Secretary, or in the
absence of the Secretary and all Assistant Secretaries, a
person whom the Chairman of the meeting shall appoint, shall
act as Secretary of the meeting and keep a record of the
proceedings thereof.  The Board of Directors of the corporation
shall be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the Chairman of
the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts
as, in the judgment of such Chairman, are necessary,
appropriate or convenient to the proper conduct of the meeting,
including without limitation, establishing an agenda or order
for business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those
present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly
authorized and constituted proxies and such other persons as
the Chairman shall permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations
on the time allotted to questions or comments by participants
and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot.
Unless, and except to the extent determined by the Board of
Directors or the Chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.
 
2.9  Voting.
     ------
 
     A stockholder may vote in person or by proxy.  Except as
otherwise provided by law, the Certificate of Incorporation or
these Bylaws, any corporate action to be taken by a vote of the
stockholders shall be authorized by the affirmative vote of the
majority of shares present in person or represented by proxy at
the meeting and entitled to vote thereon.
 
     Except 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.
 
2.10 Waiver of Notice.
     ----------------
 
     Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware, 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 to be specified in any written waiver of notice unless so
required by the Certificate of Incorporation or these Bylaws.
 
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 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) nor less than ten (10) days prior to
any other action.  If the Board of Directors does not so fix a
record date:
 
     a.   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.
 
     b.   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 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.
 
2.13 Stockholder Action by Written Consent Not Authorized.
     ----------------------------------------------------
 
     Any election or other action by stockholders must be
effected at an annual or special meeting of stockholders, and
may not be effected by written consent without a meeting.
 
2.14 List of Stockholders.
     --------------------
 
     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, 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.  Such list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting
and the number of shares held by each of them.
 
2.15 Inspectors of Election.
     -----------------------
 
     Before any meeting of stockholders, the Board of Directors
may appoint any persons to act as inspectors of election at the
meeting or its adjournment.  If no inspectors of election are
appointed, the Chairman of the meeting may, and on the request
of any stockholder or his proxy shall, appoint inspectors of
election of the meeting.  The number of inspectors shall be
either one (1) or three (3).  If inspectors are appointed at a
meeting on the request of one (1) or more stockholders or
proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed.  If any person appointed as
inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the Board of Directors
before the meeting, or by the Chairman at the meeting.
 
     The duties of the inspectors of election shall be as
follows:
 
     a.   Determine the number outstanding and the voting power
of each, the number of shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect
of proxies;
 
     b.   Receive votes or ballots;
 
     c.   Hear and determine all challenges and questions in
any way arising in connection with the right to vote;
 
     d.   Count and tabulate all votes;
 
     e.   Determine the election result; and
 
     f.   Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.
 
 
2.16 Notice of Stockholder Business
     ------------------------------
 
     At an annual meeting of stockholders, only such business
shall be conducted 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 the meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (c)
otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by
a stockholder, a stockholder must have given timely notice in
writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation,
not less than 90 days prior to the meeting.  A stockholder's
notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the
meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business.
Notwithstanding anything to the contrary, no business shall be
conducted at an annual meeting except in accordance with the
provisions of this Section 2.16. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section,
and if he or she should so determine, he or she shall so
declare to the meeting and any such business not properly
brought before such meeting shall not be transacted.
 
 
     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.
 
     Without prejudice to such general powers, but subject to
the same limitations, it is hereby expressly declared that the
Board of Directors shall have the power and authority to:
 
     a.   Select and remove all officers, agents and employees
of the corporation, prescribe such powers and duties for them
as may not be inconsistent with law, with the Certificate of
Incorporation or these Bylaws, fix their compensation and
require from them security for faithful service.
 
     b.   Change the principal executive office or the
principal business office in the State of Delaware, if any,
from one location to another; cause the corporation to be
qualified to do business in any other State, territory,
dependency or foreign country, and conduct business within or
without the State; designate any place within or without the
State for the holding of any stockholders' meeting or meetings,
including annual meetings; adopt, make and use a corporate
seal, and prescribe the forms of certificates of stock, and
alter the form of such seal and of such certificates from time
to time as in their judgment they may deem best, provided that
such forms shall at all times comply with the provisions of
law.
 
     c.   Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be
lawful.
 
     d.   Borrow money and incur indebtedness for the purposes
of the corporation, and cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations
or other evidences of debt and securities therefor.
 
3.2  Number of Directors.
     --------------------
 
     This Board of Directors shall consist of seven (7)
persons, and thereafter shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such
resolution is presented to the Board for adoption).
 
     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.
     -------------------------------------------------------
 
     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.
 
3.4  Resignation and Vacancies.
     -------------------------
 
     Any director may resign at any time effective upon written
notice to the attention of the Secretary of the corporation
unless the notice specifies a later date for the effectiveness
of such resignation, in which case such resignation shall be
effective at the time specified.  Unless such resignation
specified otherwise, its acceptance by the corporation shall
not be necessary to make it effective.  When one or more
directors so resigns and the resignation is effective at a
future date, a majority of the directors then in office, though
less than quorum, including those who have so resigned, or the
sole remaining directors, shall have the 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:
 
     a.   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.
 
     b.   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 these Bylaws, 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.
 
     c.   A director elected or appointed to fill a vacancy
shall serve until the next election of the class for which such
director shall have been chosen, and until a successor shall be
elected and qualified.
 
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, 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
participating in a meeting shall constitute presence in person
at the meeting.
 
3.6  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.  In the absence of
such determination, regular meetings shall be held at the
principal executive office of the corporation.
 
3.7  Special Meetings; Notice.
     ------------------------
 
     Special meetings of the Board of Directors for any
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 shall be
delivered personally or by telephone to each director or sent
by first-class mail or telegram or other facsimile
transmission, charges prepaid, addressed to each director at
that director's address as it is shown on the records of the
corporation.  If the notice is mailed, it shall be deposited in
the United States mail at least four (4) days before the time
of the holding of the meeting.  If the notice is delivered
personally or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may
be communicated either to the director or to a person at the
office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director.
The notice need not specify the place of the meeting if the
meeting is to be held at the principal executive office of the
corporation.
 
3.8  Annual Meetings.
     ---------------
 
     Immediately following each annual meeting of stockholders,
the Board of Directors shall hold a regular meeting for the
purpose of transacting other business.  Notice of this meeting
shall not be required.
 
3.9  Quorum; Adjournment.
     -------------------
 
     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, by the Certificate
of Incorporation or these Bylaws.  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.  Notice of the time and place of holding an
adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case
notice of such time and place shall be given prior to the time
of the adjourned meeting, in the manner specified in Section
3.7 of this Article III, to the directors who were not present
at the time of the adjournment.
 
3.10 Waiver of Notice.
     ----------------
 
     Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware, 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, 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 to be specified in
any written waiver or notice unless so required by the
Certificate of Incorporation or these Bylaws.
 
3.11 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 or writings are filed with the minutes of
proceedings of the Board or committee.
 
3.12 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.  The
directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.  Members of a special or standing
committee may be allowed compensation for attending committee
meetings.
 
3.13 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 contained in this
section shall be deemed to deny, limit or restrict the powers
of guaranty or warranty of the corporation at common law or
under any statute.
 
3.14 Removal of Directors.
     --------------------
 
     Unless otherwise allowed by statute, the Certificate of
Incorporation or these Bylaws, any director or the entire Board
of Directors may be removed only for cause by the holders of a
majority of the shares voting and entitled to vote in an
election of directors.
 
 
     ARTICLE IV
 
     COMMITTEES
 
4.l  Committees of Directors.
     -----------------------
 
     The Board of Directors may, by resolution passed by a
majority of the 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 such member or members
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
establishing such committee 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, 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, (iii) recommend to the stockholders the sale,
lease or exchange of 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 if 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.
 
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 Actions 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 by
telephone), Section 3.6 (regular meetings), Section 3.7
(special meetings and notice), Section 3.9 (quorum), Section
3.l0 (waiver of notice), and Section 3.ll (Board action by
written consent without a meeting), with such changes in the
context of those Bylaws as are necessary to substitute the
committee and its members of 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
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.l  Officers.
     --------
 
     The officers of the corporation shall be a Chairman of the
Board, a President, a Secretary, and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board
of Directors, a Chief Executive Officer, one or more vice
presidents, a treasurer, one or more assistant secretaries, one
or more assistant treasurers, and any such other officer 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.
 
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.
     -----------------------------------
 
     Any officer may be removed, whether with or without cause,
by 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 Secretary of 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 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 because of death,
resignation, removal, disqualification or any other cause shall
be filled in the manner prescribed in these Bylaws for regular
appointments to that office.
 
5.6  Chairman of the Board.
     ----------------------
 
     The Chairman of the Board 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 or Chief
Executive Officer, then the Chairman of the Board shall also be
the chief executive office of the corporation and shall have
the powers and duties prescribed in Section 5.7 of these
Bylaws.
 
5.7  Chief Executive Officer.
     ------------------------
 
     Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board,
the Chief Executive Officer of the corporation 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 stockholders 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 chief executive officer 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  President.
     ---------
 
     Subject to such powers as may be given by these Bylaws or
the Board of Directors to the Chairman of the Board or the
Chief Executive Officer, if there be such officers, the
President shall have general supervision, direction and control
of the business and other officers of the corporation.  He
shall have the general powers and duties of management usually
vested in the president of a corporation, and such other powers
and duties as  may be prescribed by the Board of Directors or
these Bylaws.  In the absence or disability of the Chairman of
the Board, the President shall perform all the duties of the
Chairman of the Board, and when so acting shall have all of the
powers of, and be subject to all of the restrictions upon, the
Chairman of the Board.
 
5.9  Vice Presidents.
     ----------------
 
     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 of the
duties of the President and Chairman of the Board 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.
 
5.l0 Secretary.
     ---------
 
     The Secretary shall keep or use to be kept, at the
principal executive offices 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 stockholders.  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 stockholders'
meetings, and the proceedings thereof.
 
     The Secretary shall keep, or cause to be kept, at the
principal executive offices 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 stockholders
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 stockholders 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.ll Chief Financial Officer.
     ------------------------
 
     The Chief Financial Officer 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 Chief Financial Officer shall deposit all money and
other valuables in the name and to the credit of the
corporation with such depositories as may be designated by the
Board of Directors.  He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request
it, an account of all of his transactions as Chief Financial
Officer 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.l2 Representation of Shares of Other Corporations.
     -----------------------------------------------
 
     The Chairman of the Board, the Chief Executive Officer,
the President, any vice president, the Chief Financial Officer,
the Secretary or assistant secretary of this corporation, or
any other person authorized by the Board of Directors, the
Chief Executive Officer, 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 by
any other person authorized to do so by proxy or power of
attorney duly executed by such persons having the authority.
 
 
     ARTICLE VI
 
     INDEMNITY
 
6.l  Third Party Actions.
     -------------------
 
     The corporation shall indemnify and hold harmless to the
fullest extent authorized by Delaware General Corporation Law,
as the same exists and as hereafter amended (but, in the case
of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification
rights than said Delaware General Corporation Law permitted the
corporation to provide prior to such amendment) 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 (other
than an action by or in the right of the corporation) by reason
of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation which
was a predecessor corporation of this corporation or of another
enterprise at the request of such predecessor corporation
(collectively, "Agent") against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The termination of any
action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.  Such indemnification right shall be a contract
right between the Agent and the corporation.
 
6.2  Action By or in the Right of the Corporation.
     --------------------------------------------
 
     The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was an Agent of the corporation or serving
at the request of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with such defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall
determine upon application that despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.
 
6.3  Successful Defense; Service as a Witness.
 
     To the extent that an Agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 6.1 or 6.2 of this
Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
 
     To the extent any person who is or was a director or
officer of the corporation has served or prepared to serve as a
witness in any action, suit or proceeding (whether civil,
criminal, administrative or investigative in nature), or in any
investigation by the corporation or the Board of Directors
thereof or a committee thereof or by any securities exchange on
which securities of the corporation are or were quoted or
listed, by reason of, or in connection with, such person's
services as a director or officer of the corporation or as a
director or officer of any affiliate or predecessor of the
corporation (other than in a suit commenced by such person),
the corporation shall indemnify such person against expenses
(including attorneys' fees and disbursements) and costs
actually and reasonably incurred by such person in connection
therewith within thirty (30) days after the receipt by the
corporation from such person of a statement requesting such
indemnification, averring such service and reasonably
evidencing such costs and expenses.  The corporation may
indemnify any employee or agent of the corporation to the same
extent as, or to a lesser extent than, it may indemnify any
director or officer of the corporation pursuant to the
foregoing sentence of this Section 6.3 of this Article.
 
6.4  Determination of Conduct.
     ------------------------
 
     Subject to any rights under any contract between this
corporation and any Agent, any indemnification (unless ordered
by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification
of the Agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 6.1 or
6.2 of this Article VI.  Such determination shall be made (1)
by the Board of Directors (or by an executive committee
thereof) by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable, if
a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
Notwithstanding the foregoing, an Agent of the corporation
shall be able to contest any determination that the director or
officer has not met the applicable standard of conduct, set
forth in Section 6.1 or 6.2 of this Article VI, by petitioning
a court of appropriate jurisdiction.
 
6.5  Payment of Expenses in Advance.
     ------------------------------
 
     Expenses incurred in defending or settling a civil or
criminal action, suit or proceeding by an individual who may be
entitled to indemnification pursuant to Section 6.1 or 6.2 of
this Article VI shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in
this Article VI.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any,
as the Board of Directors deems appropriate.
 
6.6  Indemnity Not Exclusive.
     ------------------------
 
     The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subparagraphs of this
Article VI shall not be deemed exclusive of, and shall be
subject to, any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
 
6.7  Insurance Indemnification.
     -------------------------
 
     The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was an
Agent of the corporation, or is or was serving at the request
of the corporation as an Agent 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 Article VI.
 
6.8  Indemnification Contracts.
     -------------------------
 
     The Board of Directors is authorized to enter into a
contract with any director, officer, employee or agent of the
corporation, or any person serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing for
indemnification rights equivalent to or, if the Board of
Directors so determines, greater than, those provided for in
this Article VI.
 
6.9  Indemnity Fund.
     --------------
 
     Upon resolution passed by the Board of Directors, the
Board of Directors may establish a trust or other designated
account, grant a security interest or use other means
(including, without limitation, a letter of credit), to ensure
the payment of any or all of its obligations arising under this
Article and/or agreements which may be entered into between the
corporation and its officers from time to time.
 
6.10 Indemnification of Other Parties.
     --------------------------------
 
     The provisions of this Article VI shall not be deemed to
preclude the indemnification of any person who is not an Agent,
but whom the corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law
of the State of Delaware or otherwise.  The corporation may, in
its sole discretion, indemnify an employee, trustee or other
agent as permitted by the General Corporation Law of the State
of Delaware.  The corporation shall indemnify an employee,
trustee or other agent where required by law.
 
6.11 Accrual of Claims; Successors.
     ------------------------------
 
     The indemnification provided or permitted under this
Article VI shall apply in respect of any expense, cost,
judgment, fine, penalty or amount paid in settlement, whether
or not the claim or cause of action in respect thereof accrued
or arose before or after the effective date of this Article.
The right of any person who is or was a director or officer of
the corporation to indemnification and expense advances under
this Article shall continue after such person shall have ceased
to be a director or officer and shall inure to the benefit of
the heirs, distributees, executors, administrators and other
legal representatives of such person.
 
6.12 Effect of Amendment.
     -------------------
 
     Any amendment, repeal or modification of any provision of
this Article VI by the stockholders and the director of the
corporation shall not adversely affect any right or protection
of a director or officer of the corporation existing at the
time of such amendment, repeal or modification.
 
6.13 Settlement of Claims.
     --------------------
 
     The corporation shall not be liable to indemnify any
director or executive officer under this Article VI: (i) for
any amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall
not be unreasonably withheld or (ii) for any judicial award, if
the corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of
such action.
 
6.14 Subrogation.
     -----------
 
     In the event of payment under this Article VI, the
corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of the indemnified party who
shall execute all papers required and shall do everything that
may be necessary to enable the corporation effectively to bring
suit to enforce such rights.
 
6.15 No Duplication of Payments.
     --------------------------
 
     The corporation shall not be liable under this Article VI
to make any payment in connection with any claim made against a
director or executive officer to the extent such director or
officer has otherwise actually received payment (under any
insurance policy, agreement, vote, or otherwise) of the amounts
otherwise indemnifiable hereunder.
 
6.16 The Corporation.
     ---------------
 
     For purposes of this Article VI, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger, so that any person which is or was an Agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as an Agent, shall stand in the
same position under the provisions of this Article VI
(including, without limitation, the provisions of Section 6.4
of this Agreement) with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
 
6.17 Employee Benefit Plans.
     ----------------------
 
     For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involved services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this Article VI.
 
6.18 Savings Clause.
     ---------------
 
     If this Article or any portion thereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify
each Agent against expense (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to
any action, suit, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external,
including a grand jury proceeding and an action or suit brought
by or in the right of the corporation, to the full extent
permitted by any applicable portion of this Article that shall
not have been invalidated or by any other applicable law.
 
 
     ARTICLE VII
 
     RECORDS AND REPORTS
 
7.1  Maintenance and Inspection of Share Register.
     ---------------------------------------------
 
     The Secretary of the corporation shall prepare and make,
or cause to be made, 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.  The
willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, shall make
such directors ineligible for election to any office at such
meeting.
 
     The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list
of stockholders required under this Section 7.1 of Article VII
or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.
 
     Any stockholder, in person or by attorney or other agent,
shall, upon five (5) days 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 shall be the person who seeks the right
to inspection, the demand under oath shall be accompanied by a
power of attorney or such other writing which 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 this State or at its principal place
of business.
 
     If the corporation or an officer or agent thereof refuses
to permit an inspection sought by a stockholder or attorney or
other agent acting for the stockholder pursuant to this
Section 7.1 or does not reply to the demand within five (5)
business days after the demand has been made, the stockholder
may apply to the Court of Chancery for an order to compel such
inspection.
 
     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.
 
7.2  Maintenance and Inspection of Bylaws.
     -------------------------------------
 
     The corporation shall keep at its principal executive
office, or if its principal executive office is not in this
State at its principal business office in this State, if any,
the original or a copy of the Bylaws as amended to date, which
shall be open to inspection by the stockholders at all
reasonable times during office hours.  If the principal
executive office of the corporation is outside this State and
the corporation has no principal business office in this State,
the Secretary shall, upon the written request of any
stockholder, furnish to such stockholder a copy of the Bylaws
as amended to date.
 
7.3  Maintenance and Inspection of Other Corporate Records.
 
     -------------------------------------------------------
 
     The accounting books and records and minutes of
proceedings of the stockholders and the board of directors and
any committee or committees of the board of directors shall be
kept at such place or places designed by the board of
directors, or, in the absence of such designation, at the
principal executive office of the corporation.  The minutes
shall be kept in written form and the accounting books and
records shall be kept either in written form or in any other
form capable of being converted into written form.  Such
minutes and accounting books and records shall be open to
inspection upon the written demand of any stockholder or holder
of a voting trust certificate, at any reasonable time during
usual business hours, for a purpose reasonably related to such
holder's interests as a stockholder or as the holder of a
voting trust certificate.  Such inspection may be made in
person or by an agent or attorney, and shall include the right
to copy and make extracts.
 
     Except as otherwise provided in Section 7.1 of this
Article VII, every director shall have the absolute right at
any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties
of the corporation and any subsidiary of the corporation in
person or by agent or attorney and the right of inspection
includes the right to copy and make extracts.  The foregoing
rights of inspection shall extend to the records of each
subsidiary of the corporation.
 
7.4  Financial Statements.
     ---------------------
 
     A copy of any annual financial statement and any income
statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the
corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the
principal executive office of the corporation for twelve (12)
months and each such statement shall be exhibited at all
reasonable times to any stockholder demanding an examination of
any such statement or a copy shall be mailed to any such
stockholder.
 
     The corporation also shall, upon the written request of
any stockholder, mail to the stockholder a copy of the last
annual, semiannual and quarterly income statement which it has
prepared and a balance sheet as to the end of such period.
 
 
     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 the 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
uncertified 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 uncertified shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the Chairman of
the Board, or the President or Vice President, and by the Chief
Financial Officer, 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 uncertified 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 such a statement of
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.
     ------------------
 
     The Board of Directors may direct a new certificate or
certificates or uncertified shares to be issued in place of any
certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
certificates or uncertified shares, the Board of Directors may,
in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to
give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
 
8.6  Annual Statement.
     -----------------
 
     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.
 
8.7  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.
 
8.8  Dividends.
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     The Board of Directors of the corporation, subject to any
restrictions contained in the General Corporation Law of
Delaware or the Certificate of Incorporation, may declare and
pay dividends upon the shares of its capital stock.  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 many 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.
 
8.9  Fiscal Year.
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     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.
 
8.10 Seal.
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     The corporation may adopt and may subsequently alter the
corporation seal and it may use the same by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.
 
8.11 Transfer of Stock.
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     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.
 
8.12 Stock Transfer Accounts.
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     The corporation shall have the power to enter into and
perform any agreement with any number of stockholders 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.
 
8.13 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
of shares, and shall not be bound to recognize any equitable or
other claim to or interest is 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.
 
8.14 Ratification.
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     Any transaction questioned in any lawsuit on the ground of
lack of authority, defective or irregular execution, adverse
interest of director, officer or stockholder, nondisclosure,
miscomputation or the application of improper principles or
practices of accounting may be ratified, before or after
judgment, by the Board of Directors or the stockholders and, if
so ratified , shall have the same force and effect as if the
questioned transaction had been originally duly authorized.
Such ratification shall be binding upon the corporation and its
stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned
transaction.
 
     ARTICLE IX
 
     AMENDMENTS
 
9.1  Amendment by Stockholders.
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     Subject to the provisions of the Certificate of
Incorporation, these Bylaws may be altered, amended or repealed
at any regular meeting of the stockholders (or at a special
meeting duly called for that purpose) by the approval of at
least a majority of the outstanding shares entitled to vote at
such meeting; provided that in the notice of such special
meeting, notice of such purpose shall be given.
 
9.2  Amendment by Directors.
     ----------------------
 
     Subject to the laws of the State of Delaware, the
Certificate of Incorporation and these Bylaws, the Board of
Directors may, by the majority vote of the entire Board of
Directors, amend these Bylaws or enact such other bylaws as in
their judgment may be advisable for the regulation of the
conduct of the affairs of the corporation.