BYLAWS OF

 

              BUI, INC.

 

              ARTICLE I

               OFFICES

 

   Section 1.   Registered Office. The registered office of

the Corporation shall be in the county of New Castle, at 1013

Centre Road, Wilmington, Delaware 10805.  The name of its

resident agent at such address is Corporation Service Company.

 

    Section 2.   Other Offices.  Other offices may be

established by the Board of Directors at any place or places,

within or without the State of Delaware, as the Board of

Directors may from time to time determine or the business of the

Corporation may require.

 

              ARTICLE II

          MEETINGS OF STOCKHOLDERS

 

   Section 1.   Place of Meetings. Meetings of stockholders

shall be held either at the principal executive office or any

other place within or without the State of Delaware which may be

designated either by the Board of Directors pursuant to authority

hereinafter granted to said Board, or by the written consent of

all stockholders entitled to vote thereat, given either before or

after  the meeting and filed with the Secretary  of  the

Corporation; provided, however, that if no place is designated or

so fixed, stockholder meetings shall be held at the principal

executive office of the Corporation.

 

   Section 2.   Annual Meetings. The annual meetings of the

stockholders shall be held each year on a date and a time

designated by the Board of Directors. At the 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 specified in the

Notice of Meeting given by or at the direction of the Board of

Directors, otherwise properly brought before the meeting by or at

the direction of the Board of Directors or otherwise properly

brought before the meeting by a stockholder. For business to be

properly brought before the annual meeting by a stockholder,

including the nomination of a director, the stockholder must have

given timely notice thereof 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 more than five business days after

the giving of notice of the date and place of the meeting to the

stockholders.  A stockholder's notice to the Secretary shall

inform as to each matter the stockholder proposes to bring before

the annual meeting (i) a brief description of the business

desired to be brought before the annual meeting and the reasons

for conducting such business at the annual meeting, (ii) the name

and record address of the stockholder proposing such business,

(iii) the class and numbers of shares of the Corporation which

are beneficially owned by the stockholder and (iv) any material

interest of the stockholder in such business. Notwithstanding

anything in the Bylaws to the contrary, no business shall be

conducted at the annual meeting except in accordance with the

procedures set forth in this Section. The chairman of the annual

meeting shall, if the facts warrant, determine and declare to the

meeting that business was not properly brought before the meeting

in accordance with the provisions of this Section, and if he

should so determine, he shall so declare to the meeting and any

such business not properly before the meeting shall not be

transacted.

 

   Section 3.   Special Meetings. Special meetings of the

stockholders, for any purpose or purposes whatsoever, may be

called at any time by the Chairman of the Board, the President or

by a majority of the Board of Directors, or by such other person

as the Board of Directors may designate.

 

   For business to be properly brought before a special meeting

by a stockholder, including the nomination of a director, the

stockholder must have given timely notice thereof 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 more than five

business days after the giving of notice of the date and place of

the meeting to the stockholders. A stockholder's notice to the

Secretary shall inform as to each matter the stockholder proposes

to bring before a special meeting (i) a brief description of the

business desired to be brought before the special meeting and the

reasons for conducting such business at the special meeting, (ii)

the name and record address of the stockholder proposing such

business, (iii) the class and number of shares of the Corporation

which are beneficially owned by the stockholder and (iv) any

material interest of the stockholder in such business.

 

   Section 4.   Notice of Stockholders' Meetings.  Written

notice of each annual or special meeting signed by the President

or a Vice President, or the Secretary, or an Assistant Secretary,

or by such other person or persons as the Directors shall

designate, shall be delivered personally to, or shall be mailed

postage prepaid, to each stockholder of record entitled to vote

at such meeting. If mailed, the notice shall be directed to the

stockholder at his address as it appears upon the records of the

Corporation, and service of such notice by mail shall be complete

upon such mailing, and the time of the notice shall begin to run

from the date it is deposited in the mail for transmission to

such stockholder. Personal delivery of any such notice to any

officer of a corporation or association, or to any member of a

partnership, shall constitute delivery of such notice to such

corporation, association or partnership. All such notices shall

be delivered or sent to each stockholder entitled thereto not

less than ten nor more than sixty days before each annual or

special meeting, and shall specify the purpose or purposes for

which the meeting is called, the place, the day and the hour of

such meeting.

 

   Any stockholder may waive notice of any meeting by a writing

signed by him, or his duly authorized attorney, either before or

after the meeting.

 

   Section 5.   Voting. At all meetings of stockholders,

every stockholder entitled to vote shall have the right to vote

in person or by written proxy the number of shares standing in

his own name on the stock records of the Corporation.  There

shall be no cumulative voting. Such vote may be viva voce or

ballot; provided, however, that all elections for Directors must

be by ballot upon demand made by a stockholder at any election

and before the voting begins.

 

   Section 6.   Quorum. The presence in person or by proxy

of the holders of a majority of the shares entitled to vote at

any meeting shall constitute a quorum for the transaction of

business.  The stockholders present at a duly called or held

meeting at which a quorum is present may continue to do business

until adjournment, notwithstanding the withdrawal of enough

stockholders to leave less than a quorum.

 

   Section 7.   Ratification and Approval of Actions at

Meetings.  Whenever the stockholders entitled to vote at any

meeting consent, either by: (a) A writing on the records of the

meeting or filed with the Secretary; (b) Presence at such meeting

and oral consent entered on the minutes; or (c) Taking part in

the deliberations at such meeting without objection; the doings

of such meeting shall be as valid as if had at a meeting

regularly called and noticed. At such meeting, any business may

be transacted which is not excepted from the written consent or

to the consideration of which no objection for want of notice is

made at the time. If any meeting be irregular for want of notice

or of such consent, provided a quorum was present at such

meeting, the proceedings of the meeting may be ratified and

approved and rendered likewise valid and the irregularity or

defect therein waived by a writing signed by all parties having

the right to vote at such meeting. Such consent or approval of

stockholders may be by proxy or attorney, but all such proxies

and powers of attorney must be in writing.

 

   Section 8.   Proxies. At any meeting of the stockholders,

any stockholder may be represented and vote by a proxy or proxies

appointed by an instrument in writing, which instrument shall be

filed with the Secretary of the Corporation. In the event that

any such instrument in writing shall designate two or more

persons to act as proxies, a majority of such persons present at

the meetings, or, if only one shall be present, then that one

shall have and may exercise all of the powers conferred by such

written instrument upon all of the persons so designated unless

the instrument shall otherwise provide. No such proxy shall be

valid after the expiration of six months from the date of its

execution, unless coupled with an interest, or unless the person

executing it specifies therein the length of time for which it is

to continue in force, which in no case shall exceed seven years

from the date of its execution. Subject to the above, any proxy

duly executed is not revoked and continues in full force and

effect until an instrument revoking it or a duly executed proxy

bearing a later date is filed with the Secretary of the

Corporation.

 

   Section 9.   Action Without a Meeting. Any action which

may be taken by the vote of stockholders at a meeting, may be

taken without a meeting if authorized by the written consent of

stockholders holding at least a majority of the voting power;

provided that if any greater proportion of voting power is

required for such action at a meeting, then such greater

proportion of written consents shall be required. This general

provision for action by written consent shall not supersede any

specific provision for action by written consent contained in the

Delaware General Corporation Law. In no instance where action is

authorized by written consent need a meeting of stockholders be

called or noticed.

 

              ARTICLE III

              DIRECTORS

 

   Section 1.   Powers. Incorporation, these Bylaws, and the

provisions of the Delaware General Corporation Law as to action

to be authorized or approved by the stockholders, and subject to

the duties of Directors as prescribed by these Bylaws, all

corporate powers shall be exercised by or under the authority of,

and the business and affairs of the Corporation must be managed

and controlled by, the Board of Directors. Without prejudice to

such general powers, but subject to the same limitations, it is

hereby expressly declared that the Directors shall have the

following powers:

 

   First.  To 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, the Certificate of

Incorporation or the Bylaws, fix their compensation and require

from them security for faithful service.

 

   Second.  To conduct, manage and control the affairs and

business of the Corporation, and to make such rules  and

regulations therefor not inconsistent with law, the Certificate

of Incorporation or the Bylaws, as they may deem best.

 

   Third.  To change the registered office of the Corporation

in the State of Delaware from one location to another, and the

registered agent in charge thereof, as provided in Article I,

Section 1, hereof; to fix and locate from time to time one or

more subsidiary offices of the Corporation within or without the

State of Delaware, as provided in Article I, Section 2, hereof,

to designate any place within or without the State of Delaware,

for the holding of any stockholders' meeting or meetings; and to

adopt, make and use a corporate seal, and to prescribe the forms

of certificates of stock, and to alter the form of such seal and

of such certificates from time to time, as in their judgment they

may deem best, provided such seal and such certificates shall at

all times comply with the provisions of law.

 

   Fourth. To authorize the issuance of shares of stock of the

Corporation from time to time, upon such terms as may be lawful,

in consideration of cash, services rendered, personal property,

real property or leases thereof, or in the case of shares issued

as a dividend, against amounts transferred from surplus to

capital.

 

   Fifth.  To borrow money and incur indebtedness for the

purpose of the Corporation, and to cause to be executed and

delivered therefor, in the corporate name, promissory notes,

bonds,  debentures,  deeds  of trust,  mortgages,  pledges,

hypothecations or other evidence of debt and securities therefor.

 

   Sixth.  To make the Bylaws of the Corporation, subject to

the Bylaws, if any, adopted by the stockholders.

 

   Seventh.  To, by resolution or resolutions passed by a

majority of the whole Board, designate one or more committees,

each committee to consist of one or more of the Directors of the

Corporation, which, to the extent provided in the resolution or

resolutions, shall have and may exercise the powers of the Board

of Directors in the management of the business and affairs of the

Corporation, and may have power to authorize the seal of the

Corporation to be affixed to all papers on which the Corporation

desires to place a seal. Such committee or committees shall have

such name or names as may be determined from time to time by

resolution adopted by the Board of Directors.

 

   Section 2.   Number and Qualification of Directors.  The

number of Directors constituting the whole Board shall be not

less than one nor more than fifteen. The first Board shall

consist of three directors. Thereafter, within the limits above

specified, the number of Directors shall be determined by

resolution of the Board of Directors or by the stockholders at

the annual meeting. All directors must be at least 18 years of

age.  Unless  otherwise provided in  the  Certificate  of

Incorporation, directors need not be stockholders.

 

   Section 3.   Election, Classification and Term of Office.

Each Director shall be elected at each annual meeting of

stockholders by a plurality of votes cast at the election, but if

for any reason the Directors are not elected at the annual

meeting of stockholders, each Director may be elected at any

special meeting of stockholders by a plurality of votes cast at

the  election.  Each Director shall hold office until his

successor is elected and qualified.

 

   In the event of any increase or decrease in the authorized

number of Directors, each Director then serving as such shall

nevertheless continue as a Director until the expiration of his

current term, or his earlier resignation, removal from office or

death.

 

   Section 4.   Vacancies.  Vacancies in the Board of

Directors may be filled by a majority of the remaining Directors,

though less than a quorum, or by a sole remaining Director, and

each Director so elected shall hold office until his successor is

elected at an annual or a special meeting of the stockholders.

 

   A vacancy or vacancies in the Board of Directors shall be

deemed to exist in case of the death, resignation or removal of

any Director, or if the authorized number of Directors is

increased.

 

   If the Board of Directors accepts the resignation of a

Director tendered to take effect at a future time, the Board or

the stockholder shall have power to elect a successor to take

office when the resignation is to become effective, and such

successor shall hold office during the remainder of the resigning

Director's term of office.

 

   Section 5.   Place of Meeting. Regular meetings of the

Board of Directors shall be held at any place within or without

the State of Delaware as designated from time to time by

resolution of the Board or by written consent of all members of

the Board. In the absence of such designation regular meetings

shall  be held at the principal executive office of  the

Corporation. Special meetings of the Board may be held either at

a place so designated or at the principal executive office.

 

   Members of the Board, or any committee designated by the

Board, may participate in a meeting of such Board or committee by

means  of  a  conference telephone network or  a  similar

communications method by which all persons participating in the

meeting can hear each other. Such participation shall constitute

presence in person at such meeting. Each person participating in

such meeting shall sign the minutes thereof, which minutes may be

signed in counterparts.

 

   Section 6.   Organization Meeting. Immediately following

each annual meeting of stockholders, the Board of Directors shall

hold a regular meeting for the purpose of organization, election

of officers, and the transaction of other business.  Notice of

such meetings is hereby dispensed with.

 

   Section 7.   Special Meetings. Special meetings of the

Board of Directors for any purpose or purposes may be called at

any time by the Chairman of the Board, President or by any two or

more Directors.

 

   Written notice of the time and place of special meetings

shall be delivered personally to the Directors or sent to each

Director by mail or other form of written communication (such as

by telegraph, Federal Express package, or other similar forms of

written communication), charges prepaid, addressed to him at his

address as it is shown upon the records of the Corporation, or if

it  is  not so shown on such records or is not readily

ascertainable, at the place in which the meetings of the

Directors are regularly held. In case such notice is mailed or

otherwise communicated in writing, it shall be deposited in the

United States mail or delivered to the appropriate delivering

agent at least seventy-two hours prior to the time of the holding

of the meeting. In case such notice is Personally delivered, it

shall be so delivered at least twenty-four hours prior to the

time of the holding of the meeting. Such mailing, personal

delivery or other written communication as above provided shall

be due, legal and personal notice to such Director.

 

   Section 8.   Notice of Adjournment. Notice of the time

and place of holding an adjourned meeting need not be given to

absent Directors if the time and place be fixed at the meeting

adjourned.

 

   Section 9.   Ratification and Approval.  Whenever all

Directors entitled to vote at any meeting consent, either by: (a)

A writing on the records of the meeting or filed with the

Secretary; (b) Presence at such meeting and oral consent entered

on the minutes; or (c) Taking part in the deliberations at such

meeting without objection; the doings of such meeting shall be as

valid as if had at a meeting regularly called and noticed.  At

such meeting any business may be transacted which is not excepted

from the written consent or to the consideration of which no

objection for want of notice is made at the time.

 

   If any meeting be irregular for want of notice or of such

consent, provided a quorum was present at such meeting, the

proceedings of the meeting may be ratified and approved and

rendered likewise valid and the irregularity or defect therein

waived by a writing signed by all Directors having the right to

vote at such meeting.

 

   Section 10.   Action Without a Meeting.  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 a written consent thereto is signed by all the members

of the Board or of such committee. Such written consent shall be

filed with the minutes of proceedings of the Board or committee.

 

   Section 11.  Quorum. A majority of the authorized number

of Directors shall be necessary to constitute a quorum for the

transaction  of business, except to adjourn as hereinafter

provided.  Every act or decision done or made by a majority of

the Directors present at a meeting duly assembled at which a

quorum is present shall be regarded as the act of the Board of

Directors, unless a greater number be required by law or by the

Certificate of Incorporation.

 

   Section 12.  Adjournment. A quorum of the Directors may

adjourn any Directors' meeting to meet again at a stated day and

hour provided, however, that in the absence of a quorum, a

majority of the Directors present at any Directors' meeting,

either regular or special, may adjourn from time to time until a

quorum shall be present.

 

   Section 13.  Fees and Compensation. The Board 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 and may be paid a fixed sum for

attendance at each meeting of the Board or a stated salary as

Director.  No such payment shall preclude any Director from

serving the Corporation in any other capacity as an officer,

agent, employee or otherwise, and receiving the compensation

therefor. Members of committees may be compensated for attending

committee meetings.

 

   Section 14.  Removal. Any Director may be removed from

office with or without cause by the vote of stockholders

representing not less than two-thirds of the  issued  and

outstanding capital stock entitled to voting power.

 

              ARTICLE IV

              OFFICERS

 

   Section 1.   Officers. The officers of the Corporation

shall be a President, a Secretary and a Treasurer.  The

Corporation may also have, at the discretion of the Board of

Directors, one or more additional Vice Presidents, one or more

Assistant Secretaries, one or more Assistant Treasurers, a

Chairman of the Board, and such other officers as may be

appointed in accordance with the provisions of Section 3 of this

Article. Officers other than the Chairman of the Board need not

be Directors. One person may hold two or more offices.

 

   Section 2.   Election. The officers of this Corporation,

except such officers as may be appointed in accordance with the

provisions of Section 3 or Section 5 of this Article, shall be

chosen annually the Board of Directors and each shall hold his

office until he shall resign or shall be removed or otherwise

disqualified to serve, or his successor shall be elected and

qualified.

 

   Section 3.   Subordinate Officers, Etc. The Board of

Directors may appoint such other officers 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.

 

   Section 4.   Removal and Resignation. Any officer may be

removed, either with or without cause, by a majority of the

Directors at the time in office. Any officer may resign at any

time by giving written notice to the Board of Directors, the

President or the Secretary of the Corporation.  Any  such

resignation shall take effect at the date of the receipt of such

notice or at any later time specified therein; and, unless

otherwise specified therein, the acceptance of such resignation

shall not be necessary to make it effective.

 

   Section 5.   Vacancies. A vacancy in any office because

of death, resignation, removal, disqualification or any other

cause shall be filled in the manner prescribed in the Bylaws for

regular appointments to such office.

 

   Section 6.   Chairman of the Board. The Chairman of the

Board, if there be such a position, shall preside at all meetings

of the Board of Directors and exercise and perform such other

powers and duties as may be from time to time assigned to him by

the Board of Directors or prescribed by these Bylaws.

 

   Section 7.   President. Subject to such supervisory

powers, if any, as may be given by the Board of Directors to the

Chairman of the Board, the President shall, subject to the

control of the Board of Directors, have general supervision,

direction and control of the business and officers of the

Corporation. In the absence of the Chairman of the Board, or if

there be none, he shall preside at all meetings of  the

stockholders and at all meetings of the Board of Directors.  He

shall be ex officio a member of all committees, including the

executive committee, if any, and shall have the general powers

and duties of management usually vested in the office of

president of a corporation, and shall have such other powers and

duties as may be prescribed by the Board of Directors or by these

Bylaws.

 

   Section 8.   Vice-President. In the absence or disability

of the President, the Vice Presidents, in order of their rank as

fixed by the Board of Directors, or if not ranked, the Vice

President designated by the Board of Directors, shall perform all

the duties of the President, and when so acting shall have all

the powers of, and be subject to all the restrictions upon, the

President. The Vice Presidents shall have such other powers and

perform such other duties as from time to time may be prescribed

for them respectively by the Board of Directors or these Bylaws.

 

   Section 9.   Secretary. The Secretary shall keep, or

cause to be kept, a book of minutes at the principal executive

office or such other place as the Board of Directors may order,

of all meetings of Directors, committees and stockholders, with

the time and place of holding, whether regular or special, and if

special, how authorized, the notice thereof given, the names of

those present at Directors' and 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 office (1) a share register, or a duplicate

share register, revised annually, showing the names of the

stockholders, alphabetically arranged, and their places  of

residence, the number and classes of shares held by each, the

number and date of certificates issued for the same, and the

number and date of cancellation of every certificate surrendered

for cancellation; (2) a copy of the Certificate of Incorporation

and all amendments thereto certified by the Secretary of State;

and (3) a copy of the Bylaws and all amendments thereto certified

by the Secretary.

 

   The Secretary shall give, or cause to be given, notice of

all the meetings of the stockholders, committees and Board of

Directors required by the Bylaws or by law to be given, and he

shall keep the seal of the Corporation in safe custody, and shall

have such other powers and perform such other duties as may be

prescribed by the Board of Directors or the Bylaws.

 

   Section 10.   Treasurer. The Treasurer shall keep and

maintain, or cause to be kept and maintained, adequate and

correct accounts of the properties and business transactions of

the Corporation, including accounts of its assets, liabilities,

receipts, disbursements, gains, losses, capital, surplus and

shares.  Any surplus, including earned surplus, paid-in surplus

and surplus arising from a reduction of stated capital, shall be

classified according to source and shown in a separate account.

The books of account shall at all times be open to inspection by

any Director.

 

   The Treasurer shall deposit all monies 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 Treasurer and of the financial condition of the

Corporation, and shall have such other powers and perform such

other duties as may be prescribed by the Board of Directors or

the Bylaws.

 

              ARTICLE V

             MISCELLANEOUS

 

   Section 1.   Record Date and Closing Stock Books.  The

Board of Directors may fix a day, not more than sixty (60) days

prior to the holding of any meeting of stockholders, and not

exceeding thirty (30) days preceding the date fixed for the

payment of any dividend or distribution or for the allotment of

rights, or when any change or conversion or exchange of shares

shall go into effect, as a record date for the determination of

the stockholders entitled to notice of and to vote at any such

meeting,  or  entitled to receive any  such  dividend  or

distribution, or any such allotment of rights, or to exercise the

rights in respect to any such change, conversion or exchange of

shares, and in such case only stockholders of record on the date

so fixed shall be entitled to notice of and to vote at such

meetings, or to receive such dividend, distribution or allotment

of rights, or to exercise such rights, as the case may be,

notwithstanding any transfer of any shares on the books of the

Corporation after any record date is fixed as aforesaid.  The

Board of Directors may close the books of the Corporation against

transfers of shares during the whole or any part of any such

period.

 

    Section  2.    Inspection  of  Corporate  Records.

Stockholders shall have the right to inspect such corporate

records at such times and based upon such limitations of such

rights as may be set forth in the Delaware General Corporation

Law from time to time.

 

   Section 3.   Checks, Drafts, Etc. All checks, drafts or

other orders for payment of money, notes or other evidences of

indebtedness,  issued in the name of or payable  to  the

Corporation, shall be signed or endorsed by such person or

persons and in such manner as, from time to time, shall be

determined by resolution of the Board of Directors.

 

   Section 4.   Contract, Etc., How Executed. The Board of

Directors, except as otherwise provided in these Bylaws may

authorize any officer or officers, agent or agents to enter into

any contract, deed or lease or execute any instrument in the name

of and on behalf of the Corporation, and such authority may be

general or confined to specific instances; and unless  so

authorized by the Board of Directors, 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

to render it liable for any purpose or to any amount.

 

   Section 5.   Certificates of Stock. A certificate or

certificates for certificated shares of the capital stock of the

Corporation shall be issued to each stockholder when any such

shares are fully paid up. All such certificates shall be signed

by the Chairman of the Board, President or a Vice President, and

by the Treasurer, Secretary or an Assistant Secretary, or be

authenticated by facsimiles of their respective signatures;

provided, however, that every certificate authenticated by a

facsimile of a signature must be countersigned by a transfer

agent or transfer clerk, and by a registrar, which registrar

cannot be the Corporation itself.

 

   Certificates for certificated shares may be issued prior to

full payment under such restrictions and for such purposes as the

Board of Directors or the Bylaws may provide; provided, however,

that any such certificate so issued prior to full payment shall

state the amount remaining unpaid and the terms of payment

thereof.

 

   The Board of Directors is hereby authorized, pursuant to the

provisions of Delaware General Corporation Law Section 158, to

issue uncertificated shares of some or all of the shares of any

or all of its classes or series.

 

   Section 6.   Representation of the Shares of Other

Corporation.  The President or any Vice President, and the

Secretary or Assistant Secretary, of this Corporation  are

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 herein granted to said officers to

vote or represent on behalf of this Corporation any and all

shares held by this Corporation in any other corporation or

corporations may be exercised either by such officers in person

or by any person authorized so to do by proxy or power of

attorney duly executed by said officers.

 

              ARTICLE VI

              AMENDMENTS

 

   Section 1.   Power of Stockholders. New Bylaws may be

adopted or these Bylaws may be amended or repealed by the vote of

stockholders entitled to exercise a majority of the voting power

of the Corporation or by the written assent of such stockholders.

 

   Section 2.   Power of Directors. Subject to the right of

stockholders as provided in Section 1 of this Article VI to

adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or

repealed by the Board of Directors.

 

              ARTICLE VII

     TRANSACTIONS INVOLVING DIRECTORS AND OFFICERS

 

   Section 1.   Validity of Contracts and Transactions.  No

contract or transaction between the Corporation and one or more

of its Directors or officers, or between the Corporation and any

other corporation, firm, association, or other organization in

which one or more of its Directors or officers are Directors or

officers or are financially interested, shall be void or voidable

solely for this reason, or solely because the Director or officer

is present at or participates in the meeting of the Board of

Directors or committee that authorizes or approves the contract

or transaction, or because their votes are counted for such

purpose, provided that:

 

    (a)  the material facts as to his, her, or their

relationship or interest and as to the contract or transaction

are disclosed or are known to the Board of Directors or the

committee and noted in the minutes, and the Board of Directors or

committee, in good faith, authorizes the contract or transaction

in  good faith by the affirmative vote of a majority of

disinterested directors, even though the disinterested directors

are less than a quorum;

 

    (b)  the material facts as to his, her, or their

relationship or interest and as to the contract or transaction

are disclosed or are known to the stockholders entitled to vote

thereon, and the contract or transaction is specifically approved

or ratified in good faith by the majority of shares entitled to

vote, counting the votes of the common or interested directors or

officers; or

 

   (c)  the contract or transaction is fair as to the

Corporation as of the time it is authorized or approved.

 

   Section 2.   Determining Quorum. Common or interested

directors may be counted in determining the presence of a quorum

at a meeting of the board of directors or of a committee which

authorizes, approves or ratifies the contract or transaction.

 

             ARTICLE VIII

      INSURANCE AND OTHER FINANCIAL ARRANGEMENTS

 

   The Corporation may purchase and maintain insurance or make

other financial arrangements on behalf of any person who is or

was a director, officer, employee or agent of the Corporation, or

is or was serving at the request of the Corporation as a

Director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise for any

liability asserted against him and liability and  expenses

incurred by him in his capacity as a Director, officer, employee

or agent, or arising out of his status as such, whether or not

the Corporation has the authority to indemnify him against such

liability  and expenses.  The insurance or other financial

arrangements may be provided by the Corporation or by any other

person or entity approved by the Board of Directors including a

subsidiary of the corporation.

 

   Such other financial arrangements made by the Corporation

may include the following:

 

   (a) The creation of a trust fund;

 

   (b) The establishment of a program of self-insurance;

 

   (c)  The securing of its obligation of indemnification by

granting a security interest or other lien on any assets of the

Corporation; or

 

   (d)  The establishment of a letter of credit, guaranty or

surety.  No financial arrangement may provide protection for a

person adjudged by a court of competent jurisdiction, after

exhaustion of all appeals therefrom, to be liable for intentional

misconduct, fraud or a knowing violation of law, except with

respect to the advancement of expenses or indemnification ordered

by a court as provided in Article IX hereof.

 

              ARTICLE IX

             INDEMNIFICATION

 

   Section 1.   Action Not By Or On Behalf Of 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, 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, officer, employee or agent of the Corporation, or

is or was serving at the request of the Corporation as a

director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, against

expenses (including attorneys' fees), fees, judgments, fines, and

amounts paid in settlement, actually and reasonably incurred by

him in connection with the action, suit or proceeding if he acted

in good faith and in a manner 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 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

does not, of itself, create an 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.

 

   Section 2.   Action By Or On Behalf Of 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 a Director, officer, employee or agent of the Corporation,

or is or was serving at the request of the Corporation as a

director, officer, employee or agent of another corporation,

partnership, joint venture, trust, or other enterprise against

expenses, including amounts paid in settlement and attorneys'

fees actually and reasonably incurred by him in connection with

the defense or settlement of the 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 interests of the Corporation, except that

indemnification may not be made for any claim, issue or matter as

to which such a person shall have been adjudged by a court of

competent  jurisdiction, after exhaustion  of  all  appeals

therefrom, to be liable to the Corporation or for amounts paid in

settlement to the Corporation, unless and only to the extent that

the court in which the action or suit was brought or other court

of competent jurisdiction determines upon application that, in

view of all of the circumstances of the case, the person is

fairly and reasonably entitled to indemnity for such expenses as

the court deems proper.

 

   Section 3.   Successful Defense. To the extent that a

Director, officer, employee or agent of the Corporation has been

successful on the merits or otherwise in defense of any action,

suit or proceeding referred to in Section 1 or 2 of this Article

IX, or in defense of any claim, issue or matter therein, he must

be indemnified by the Corporation against expenses (including

attorneys' fees) actually and reasonably incurred by him in

connection with the defense.

 

   Section 4.   Determination Of Right To Indemnification In

Certain Circumstances. Any indemnification under Section I or 2

of this Article IX, unless ordered by a court or advanced

pursuant to this Article IX, must be made by the Corporation only

as authorized in the specific case upon a determination that

indemnification of the Director, officer, employee or agent is

proper in the circumstances. The determination must be made by

the Stockholders, the Board of Directors by a majority vote of a

quorum consisting of Directors who were not parties to the act,

suit or proceeding, or if a majority vote of a quorum of

Directors who were not parties to the act, suit or proceeding so

orders, by independent legal counsel in a written opinion, or if

a quorum consisting of directors who were not parties to the act,

suit or proceeding cannot be obtained, by independent legal

counsel in a written opinion.

 

   Section 5.   Advance Payment of Expenses. Expenses of

officers and Directors incurred in defending a civil or criminal

action, suit or proceeding must be paid by the Corporation as

they are incurred and in advance of the final disposition of the

action, suit or proceeding upon receipt of an undertaking by or

on behalf of the Director or officer to repay the amount if it is

ultimately determined by a court of competent jurisdiction that

he is not entitled to be indemnified by the Corporation as

authorized in this Article. The provisions of this subsection

(5) of this Article IX shall not affect any rights to advancement

of expenses to which corporate personnel other than Directors or

officers may be entitled under any contract or otherwise by law.

 

   Section 6.   Not Exclusive.

 

    (a)  The indemnification and advancement of expenses

authorized in or ordered by a court pursuant to any other section

of this Article IX or any provision of law:

 

   (i)  does not exclude any other rights to which a person

seeking indemnification or advancement of expenses may  be

entitled under the Certificate of Incorporation or any statute,

bylaw, agreement, vote of stockholders or disinterested Directors

or otherwise, for either an action in his official capacity or an

action in another capacity while holding his office, except that

indemnification, unless ordered by a court pursuant to subsection

2 of this Article IX or for the advancement of expenses made

pursuant to this Article IX may not be made to or on behalf of

any Director or officer if a final adjudication establishes that

his acts or omissions involved intentional misconduct, fraud or a

knowing violation of the law and was material to the cause of

action; and

 

   (ii) continues for a person who has ceased to be a Director,

officer, employee or agent and inures to the benefit of the

heirs, executors and administrators of such a person.

 

   (b)  Without limiting the foregoing, the Corporation is

authorized to enter into an agreement with any Director, officer,

employee or agent of the Corporation providing indemnification

for such person against expenses, including attorneys' fees,

judgments, fines and amounts paid in settlement that result from

any threatened, pending or completed action, suit, or proceeding,

whether  civil,  criminal, administrative or  investigative,

including any action by or in the right of the Corporation, that

arises by reason of the fact that such person is or was a

Director, officer, employee or agent of the Corporation, or is or

was serving at the request of the Corporation as a director,

officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, to the full extent

allowed by law, except that no such agreement shall provide for

indemnification for any actions that constitute intentional

misconduct, fraud, or a knowing violation of law and was material

to the cause of action.

 

   Section 7.   Certain Definitions. For the purposes of

this Article IX, (a) any Director, officer, employee or agent of

the Corporation who shall serve as a director, officer, employee

or agent of any other corporation, joint venture, trust or other

enterprise of which the Corporation, directly or indirectly, is

or was a stockholder or creditor, or in which the Corporation is

or was in any way interested, or (b) any Director, officer,

employee or agent of any subsidiary corporation, joint venture,

trust or other enterprise wholly owned by the Corporation, shall

be deemed to be serving as such Director, officer, employee or

agent at the request of the Corporation, unless the Board of

Directors of the Corporation shall determine otherwise.  In all

other instances where any person shall serve as director,

officer, employee or agent of another corporation, joint venture,

trust or other enterprise of which the Corporation is or was a

stockholder or creditor, or in which it is or was otherwise

interested, if it is not otherwise established that such person

is or was serving as such director, officer, employee or agent at

the request of the Corporation, the Board of Directors of the

Corporation may determine whether such service is or was at the

request of the Corporation, and it shall not be necessary to show

any actual or prior request for such service. For purposes of

this  Article IX references to a corporation include  all

constituent corporations absorbed in a consolidation or merger as

well as the resulting or surviving corporation so that any person

who is or was a director, officer, employee or agent of such a

constituent corporation or is or was serving at the request of

such constituent corporation as a director, officer, employee or

agent of another corporation, joint venture, trust or other

enterprise shall stand in the same position under the provisions

of this Article IX with respect to the resulting or surviving

corporation as he would if he had served the resulting or

surviving corporation in the same capacity. For purposes of this

Article IX, 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

involves 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 IX.

[As Filed: 08/03/1999]