BY-LAWS OF

                BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                    (hereinafter called the "Corporation")

 

                                   ARTICLE I

                                    OFFICES

 

   Section 1.  Registered Office.  The registered office of the Corporation

shall be in the State of Delaware.

 

   Section 2.  Other Offices.  The Corporation may also have offices at such

other places both within and without the State of Delaware as the Board of

Directors may from time to time determine.

 

                                  ARTICLE II

                            MEETING OF STOCKHOLDERS

 

   Section 1.  Place of Meeting.  Meetings of the shareholders for the election

of directors or for any other purpose shall be held at such time and place,

either within or without the State of Delaware, as shall be designated from time

to time by the Board of Directors and stated in the notice of the meeting or in

a duly executed waiver of notice thereof.

 

   Section 2.  Annual Meetings.  The Annual Meetings of shareholders shall be

held on such date and at such time as shall be designated from time to time by

the Board of Directors and stated in the notice of the meeting, at which

meetings the shareholders shall elect by a plurality vote a Board of Directors,

and transact such other business as may properly be brought before the meeting.

At any annual meeting of the shareholders, only such business shall be conducted

as shall have been properly brought before the meeting in accordance with the

Certificate of Incorporation.

 

   Section 3.  Special Meetings.  Special Meetings of the shareholders may be

called by the Board of Directors, the Chairman of the Board or the President.

Upon request in writing to the Secretary by any person entitled to call a

special meeting of the shareholders, the Secretary forthwith shall cause notice

to be given to the shareholders entitled to vote that a meeting will be held at

a time requested by the person or persons calling the meeting. At any special

meeting of the shareholders, only such business shall be conducted as shall have

been properly brought before the meeting in accordance with the Certificate of

Incorporation.

 

   Section 4.  Notice of Meetings.  Written notice of the place, date, and time

of all meetings of the shareholders shall be given, not less than ten (10) nor

more than sixty (60) days before the date on which the meeting is to be held, to

each shareholder entitled to vote at such meeting, except as otherwise provided

herein or as required from time to time by the General Corporation Law of

Delaware or the Certificate of Incorporation.

 

   Section 5.  Quorum: Adjournment.  With respect to any matter, a quorum shall

be present at a meeting of shareholders if the holders of a majority of the

shares entitled to vote on that

matter are represented at the meeting in person or by proxy, unless otherwise

provided in the Certificate of Incorporation. If a quorum shall fail to attend

any meeting, the chairman of the meeting or the holders of a majority of the

shares of stock entitled to vote who are present, in person or by proxy, may

adjourn the meeting to another place, date or time without notice other than

announcement at the meeting, until a quorum shall be present or represented.

 

   When a meeting is adjourned to another place, date or time, written notice

need not be given of the adjourned meeting if the place, date and time thereof

are announced at the meeting at which the adjournment is taken; provided,

however, that if the date of any adjourned meeting is more than thirty (30) days

after the date for which the meeting was originally noticed, or if a new record

date is fixed for the adjourned meeting, written notice of the place, date and

time of the adjourned meeting shall be given in conformity herewith. At any

adjourned meeting, any business may be transacted which might have been

transacted at the original meeting.

 

   Section 6.  Organization.  At every meeting of the shareholders, the chairman

of the board, if there be one, or in the case of a vacancy in the office or

absence of the chairman of the board, one of the following persons present in

the order stated shall act as chairman of the meeting: the vice chairman of the

board, if there be one, the president, the vice presidents in their order of

rank or seniority, a chairman designated by the board of directors or a chairman

chosen by the shareholders in the manner provided in Section 5 of this Article

II. The secretary, or in his absence, an assistant secretary, or in the absence

of the secretary and the assistant secretaries, a person appointed by the

chairman of the meeting, shall act as secretary.

 

   Section 7.  Proxies and Voting.  At any meeting of the shareholders, every

shareholder entitled to vote may vote in person or by proxy authorized by an

instrument in writing filed in accordance with the procedure established for the

meeting.

 

   Each shareholder shall have one vote for every share of stock entitled to

vote which is registered in his name on the record date for the meeting, except

as otherwise provided herein or required by law or the Certificate of

Incorporation.

 

   All voting, including on the election of directors but exception where

otherwise provided herein or required by law or the Certificate of

Incorporation, may be by a voice vote; provided, however, that upon demand

therefor by a shareholder entitled to vote or such shareholder's proxy, a stock

vote shall be taken. Every stock vote shall be taken by ballots, each of which

shall state the name of the shareholder or proxy voting and such other

information as may be required under the procedure established for the meeting.

 

   All elections of directors shall be determined by a plurality of the votes

cast by the holders of shares entitled to vote in the election of directors at a

meeting of shareholders at which a quorum is present. Except as otherwise

required by law or the Certificate of Incorporation, all matters other than the

election of directors shall be determined by the affirmative vote of the holders

of a majority of the shares entitled to vote on that matter and represented in

person or by proxy at a meeting of shareholders at which a quorum is present.

 

   Section 8.  Stock List.  A complete list of shareholders entitled to vote at

any meeting of shareholders, arranged in alphabetical order for each class of

stock and showing the address of

each such shareholder and the number of shares registered in such shareholder's

name, shall be open to the examination of any such shareholder, for any purpose

germane to the meeting, during ordinary business hours for a period of at least

ten (10) days prior to the meeting, at the registered office or principal place

of business of the Corporation.

 

   The stock list shall also be kept at the place of the meeting during the

whole time thereof and shall be open to the examination of any such shareholder

who is present. This list shall presumptively determine the identity of the

shareholder entitled to vote at the meeting and the number of shares held by

each of them.

 

   Section 9.  Inspectors of Election.  In advance of any meeting of

shareholders, the Board of Directors may appoint inspectors of election, who

need not be shareholders, to act at such meeting or any adjournment thereof. If

inspectors of election are not so appointed, the person presiding at any such

meeting may, and on the request of any shareholder entitled to vote at the

meeting and before voting begins shall, appoint inspectors of election. The

number of inspectors shall be either one or three, as determined, in the case of

inspectors appointed upon demand of a shareholder, by the shareholders in the

manner provided in Section 5 of this Article II, and otherwise by the Board of

Directors or person presiding at the meeting, as the case may be. If any person

who is appointed fails to appear or act, the vacancy may be filled by

appointment made by the Board of Directors in advance of the meeting, or at the

meeting by the person presiding at the meeting. Each inspector, before entering

upon the discharge of his duties, shall take an oath faithfully to execute the

duties of inspector at such meeting.

 

   If inspectors of election are appointed as aforesaid, they shall determine

from the lists referred to in Section 8 of this Article II the number of shares

outstanding, the shares represented at the meeting, the existence of a quorum

and the voting power of shares represented at the meeting, determine the

authenticity, validity and effect of proxies, receive votes or ballots, hear and

determine all challenges and questions in any way arising in connection with the

right to vote or the number of votes which may be cast, count and tabulate all

votes or ballots, determine the results, and do such acts as are proper to

conduct the election or vote with fairness to all shareholders entitled to vote

thereat. If there be three inspectors of election, the decision, act or

certificate of two shall be effective in all respects as the decision, act or

certificate of the inspectors of election.

 

   Unless waived by vote of the shareholders conducted in the manner which is

provided in Section 5 of this Article, the inspectors shall make a report in

writing of any challenge or question matter which is determined by them, and

execute a sworn certificate of any facts found by them.

 

                                  ARTICLE III

                              BOARD OF DIRECTORS

 

   Section 1.  Duties and powers.  The business of the Corporation shall be

managed by or under the direction of the Board of Directors which may exercise

all such powers of the Corporation and do all such lawful acts and things as are

not by law or by the Certificate of Incorporation or by these By-laws directed

or required to be exercise or done by the shareholders.

 

   Section 2.  Number and Term in Office.  This Section 2 is subject to the

provisions in a formal certificate of rights, powers and designations relating

to the rights of the holders of one or more series of Preferred Stock or other

provisions of the Corporation's Certificate of Incorporation. The total number

of directors constituting the entire Board of Directors shall be not less than

one (1) nor more than ten (10), with the then authorized number of directors

being fixed from time to time solely by or pursuant to a resolution passed by

the Board of Directors. A director shall hold office until the annual meeting

and until his successor shall be elected and shall qualify, subject, however, to

prior death, resignation, retirement, disqualification or removal from office.

 

   Section 3.  Vacancies.  This Section 3 is subject to the provisions of the

Corporation's Certificate of Incorporation. Vacancies and newly created

directorships resulting from any increase in the authorized member of directors

may be filled only by action of a majority of the Board of Directors then in

office, even if less than a quorum, or by a sole remaining director.  Any

director elected to fill a vacancy not resulting from an increase in the number

of directors shall have the same remaining term as that of his predecessor. Any

director may resign at any time upon written notice to the Corporation.

 

   Section 4. Nominations of Directors; Election. This Section 4 is subject to

the provisions of the Corporation's Certificate of Incorporation. Nominations

for the election of directors may be made by the Board of Directors or a

committee appointed by the Board of Directors, or by any shareholder entitled to

vote generally in the election of directors who complies with the procedures set

forth in this Section 4. Directors shall be at least 21 years of age and need

not be shareholders. Nominations, other than those made by or at the direction

of the Board of Directors, shall be made pursuant to timely notice in writing to

the Secretary of the Corporation. To be timely, a shareholder's notice shall be

delivered to or mailed and received at the principal executive offices of the

Corporation not less than 60 days nor more than 90 days prior to the meeting;

provided, however, that in the event that less than 70 days' notice or prior

public disclosure of the date of the meeting is given or made to shareholders,

notice by the shareholder to be timely must be so received not later than the

close of business on the 10th day following the day on which such notice of the

date of the meeting was mailed or such public disclosure was made. Such

shareholder's notice shall set forth (a) as to each person whom the shareholder

proposes to nominate for election or re-election as a Director, (i) the name,

age, business address and residence address of such person, (ii) the principal

occupation or employment of such person, (iii) the number of shares of the

Corporation which are beneficially owned by such person, and (iv) any other

information relating to such person that is required to be disclosed in

solicitations of proxies for election of Directors, or is otherwise required, in

each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,

as amended (including without limitation such persons' written consent to being

named in the proxy statement as a nominee and to serving as a Director if

elected); and (b) as to the shareholder giving the notice (i) the name and

address, as they appear on the Corporation's books, of such shareholder and (ii)

the number of shares of the Corporation which are beneficially owned by such

shareholder. No person shall be eligible for election as a Director of the

Corporation unless nominated in accordance with the procedures set forth in this

Article. The Chairman of the meeting shall, if the facts warrant, determine and

declare to the meeting that a nomination was not made in accordance with the

procedures prescribed herein, and if he should so determine, he shall so declare to the

meeting and the defective nomination shall be disregarded.

 

   Section 5.  Meetings.  The Board of Directors of the Corporation may hold

meetings, both regular and special, either within or without the State of

Delaware. The first meeting of each newly-elected Board of Directors shall be

held immediately following the Annual Meeting of Stockholders and no notice of

such meeting shall be necessary to be given the newly-elected directors in order

legally to constitute the meeting, provided a quorum shall be present. Regular

meetings of the Board of Directors may be held without notice at such time and

at such place as may from time to time be determined by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the

Board, the president or at least two of the directors then in office. Notice

thereof stating the place, date and hour of the meetings shall be given to each

director by mail, telephone or telegram not less than seventy-two (72) hours

before the date of the meeting. Meetings may be held at any time without notice

if all the directors are present or if all those not present waive such notice

in accordance with Section 2 of Article VI of these By-laws.

 

   Section 6.  Quorum.  Except as may be otherwise specifically provided by law,

the Certificate of Incorporation or these By-laws, at all meetings of the Board

of Directors, a majority of the directors then in office shall constitute a

quorum for the transaction of business. 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. If a quorum shall not be present at any meeting of the Board of

Directors, the directors present thereat may adjourn the meeting from time to

time, without notice other than announcement at the meeting, until a quorum

shall be present.

 

   Section 7.  Action of Board Without a Meeting.  Unless otherwise provided by

the Certificate of Incorporation or these By-laws, any action required or

permitted to be taken at any meeting of the Board of Directors of any committee

thereof may be taken without a meeting if all members of the Board of Directors

or committee, as the case may be, consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board of Directors or

committee.

 

   Section 8.  Resignations.  Any director of the Corporation may resign at any

time by giving written notice to the president or the secretary. 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 9.  Organization.  At every meeting of the Board of Directors, the

Chairman of the Board, if there be one, or, in the case of a vacancy in the

office or absence of the Chairman of the Board, one of the following officers

present in the order stated shall act as Chairman of the meeting: the president,

the vice presidents in their order of rank and seniority, or a chairman chosen

by a majority of the directors present. The secretary, or, in his absence, an

assistant secretary, or in the absence of the secretary and the assistant

secretaries, any person appointed by the Chairman of the meeting shall act as

secretary.

 

   Section 10.  Committees.  The Board of Directors may, by resolution passed by

a majority of the directors then in office, designate one or more committees,

each committee to consist of

one or more of the directors of the Corporation. The Board of Directors may

designate one or more directors as alternate members of any committee, whom may

replace any absent or disqualified member at any meeting of any such committee.

In the absence or disqualification of a member of a committee, and in the

absence of a designation by the Board of Directors of an alternate member to

replace the absent or disqualified member, the member or members thereof present

at any meeting and not disqualified from voting, whether or not such 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 committee, to the extent allowed by law and provided in the By-laws

or resolution establishing such committee, shall have and may exercise all the

powers and authority of the Board of Directors in the management of the business

affairs of the Corporation, and may authorize the seal of the Corporation to be

affixed to all papers which may require it. Each committee shall keep regular

minutes and reports to the Board of Directors when required.

 

   Section 11.  Compensation.  Unless otherwise restricted by the Certificate of

Incorporation or these By-laws, 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 and may be paid

a fixed sum for 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 special or standing committees may be allowed like compensation for attending

committee meetings.

 

   Section 12.  Removal. This Section 12 is subject to the provisions of the

Corporation's Certificate of Incorporation. Except for such directors, if any,

as are elected by the holders of any series of Preferred Stock separately as a

class as provided for or fixed pursuant to the provisions of the Certificate of

Incorporation, any director of the Corporation may be removed from office only

for cause and only by the affirmative vote of the holders of not less than

sixty-six percent (66%) of the votes which could be cast by holders of all

outstanding shares of the capital stock of the Corporation entitled to vote

generally in the election of directors, considered for this purpose as one

class.

 

                                  ARTICLE IV

                                   OFFICERS

 

   Section 1.  General.  The officers of the Corporation shall be appointed by

the Board of Directors and shall consist of a Chairman of the Board or a

President, or both, one or more Vice Presidents, a Treasurer and a Secretary.

The Board of Directors may also choose one or more assistant secretaries and

assistant treasurers, and such other officers and agents as the Board of

Directors, in its sole and absolute discretion shall deem necessary or

appropriate as designated by the Board of Directors from time to time. Any

number of offices may be held by the same person, unless the Certificate of

Incorporation or these By-laws provide otherwise.

 

   Section 2.  Election; Term of Office.  The Board of Directors at its first

meeting held after each Annual Meeting of Stockholders shall elect a Chairman of

the Board or a President, or both, one or more Vice Presidents, a Secretary and

a Treasurer, and may also elect at that meeting or any other meeting, such other

officers and agents as it shall deem necessary or appropriate. Each

officer of the Corporation shall exercise such powers and perform such duties as

shall be determined from time to time by the Board of Directors together with

the powers and duties which are customarily exercised by such officer; and each

officer of the Corporation shall hold office until such officer's successor is

elected and qualified or until such officer's earlier resignation or removal.

Any officer may resign at any time upon written notice to the Corporation. The

Board of Directors may at any time, with or without cause, by the affirmative

vote of a majority of directors then in office, remove an officer.

 

   Section 3.  Chairman of the Board.  The Chairman of the Board shall preside

at all meetings of the shareholders and the Board of Directors and shall have

such other duties and powers as may be prescribed by the Board of Directors from

time to time.

 

   Section 4.  President.  The President shall be the chief executive officer of

the Corporation, shall have general and active management of the business of the

Corporation and shall see that all orders and resolutions of the Board of

Directors are carried into effect. The President shall have and exercise such

further powers and duties as may be specifically delegated to or vested in the

President from time to time by these By-laws or the Board of Directors. In the

absence of the Chairman of the Board or in the event of his inability or refusal

to act, or if the Board has not designated a Chairman, the President shall

perform the duties of the Chairman of the Board, and when so acting, shall have

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

the Board.

 

   Section 5.  Vice President.  In the absence of the President or in the event

of his inability or refusal to act, the Vice President (or in the event that

there be more than one vice president, the vice presidents in the order

designated by the Board of Directors, or in the absence of any designation, then

in the order of their election) shall perform 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 perform such other

duties and have such other powers as the Board of Directors or the President may

from time to time prescribe.

 

   Section 6.  Secretary.  The Secretary shall attend all meetings of the Board

of Directors and all meetings of the shareholders and record all the proceedings

thereat in a book or books to be kept for that purpose; the Secretary shall also

perform like duties for the standing committees when required. The Secretary

shall give, or cause to be given notice of meetings of the shareholders and

special meetings of the Board of Directors, and shall perform such other duties

as may be prescribed by the Board of Directors or the President. If the

Secretary shall be unable or shall refuse to cause to be given notice of all

meetings of the shareholders and special meetings of the Board of Directors, and

if there be no Assistant Secretary, then either the Board of Directors or the

President may choose another officer to cause such notice to be given. The

Secretary shall have custody of the seal of the Corporation and the Secretary or

any Assistant Secretary, if there be one, shall have authority to affix same to

any instrument requiring it and when so affixed, it may be attested to by the

signature of the Secretary or by the signature of any such Assistant Secretary.

The Board of Directors may give general authority to any other officer to affix

the seal of the Corporation and to attest to the affixing by his or her

signature. The Secretary shall see that all books, reports, statements,

certificates and other documents and records required by law to be kept or filed

are properly kept or filed, as the case may be.

 

   Section 7.  Treasurer.  The Treasurer shall have the custody of the corporate

funds and securities and shall keep complete and accurate accounts of all

receipts and disbursements of the Corporation, and shall deposit all monies and

other valuable effects of the Corporation in its name and to its credit in such

banks and other depositories as may be designated from time to time by the Board

of Directors. The Treasurer shall disburse the funds of the Corporation, taking

proper vouchers and receipts for such disbursements, and shall render to the

Board of Directors, at its regular meetings, or when the Board of Directors so

requires, an account of all his or her transactions as Treasurer and of the

financial condition of the Corporation. The Treasurer shall, when and if

required by the Board of Directors, give and file with the Corporation a bond,

in such form and amount and with such surety or sureties as shall be

satisfactory to the Board of Directors, for the faithful performance of his or

her duties as Treasurer. The Treasurer shall have such other powers and perform

such other duties as the Board of Directors or the President shall from time to

time prescribe.

 

   Section 8.  Other Officers.  Such other officers as the Board of Directors

may choose shall perform such duties and have such powers as from time to time

may be assigned to them by the Board of Directors. The Board of Directors may

delegate to any other officer of the Corporation the power to choose such other

officers and to prescribe their respective duties and powers.

 

   Section 9.  Resignations.  Any officer may resign at any time by giving

written notice to the Board of Directors, the Chairman of the Board, the

President or the Secretary shall be deemed to constitute notice to the

Corporation. Such resignation shall take effect upon 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 10.  Removal.  Any officer or agent may be removed, either with or

without cause, at any time, by the Board of Directors at any meeting called for

that purpose; provided, however, that the President may remove any agent

appointed by him.

 

   Section 11.  Vacancies.  Any vacancy among the officers, whether caused by

death, resignation, removal or any other cause, shall be filled in the manner

which is prescribed for election or appointment to such office.

 

                                   ARTICLE V

                                     STOCK

 

   Section 1.  Form of Certificates.  Every holder of stock in the Corporation

shall be entitled to have a certificate signed, in the name of the Corporation

(i) by the Chairman of the Board or the President or a Vice President and (ii)

by the Treasurer or Secretary of the Corporation, certifying the number of

shares owned by such holder in the Corporation.

 

   Section 2.  Signatures.  Any or all the signatures on the certificate may be

a facsimile. In case any officer, transfer agent or registrar before such

certificate is issued, it may be issued by the Corporation with the same effect

as if such person were such officer, transfer agent or registrar at the date of

issue.

<PAGE>

 

   Section 3.  Lost Certificates.  The Board of Directors may direct a new

certificate to be issued in place of any certificate 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, 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 such owner's legal representative, to advertise the same in such

manner as the Board of Directors 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.

 

   Section 4.  Transfers.  Stock of the Corporation shall be transferable in the

manner prescribed by law and in these By-laws. Transfers of stock shall be made

on the books of the Corporation only by the person named in the certificate or

by such person's attorney lawfully constituted in writing and upon the surrender

of the certificate therefor, which shall be cancelled before a new certificate

shall be issued.

 

   Section 5.  Record Date.  In order that the Corporation may determine the

shareholders entitled to notice of or to vote at any meeting of shareholders or

any adjournment thereof, or entitled to receive a distribution or share

dividend, or in order to make a determination of shareholders for any other

proper purpose, the Board of Directors may fix, in advance, a record date, which

shall not be more than sixty (60) days and, in the case of a meeting of

shareholders, not less than ten (10) days before the date of such meeting or

event. A determination of shareholders 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.

 

   Section 6.  Beneficial Owners.  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, and to hold liable

for calls and assessments a person registered on its books as the owner of

shares, and shall not be bound to recognize any equitable or other claim to or

interest in such share or shares on the part of any other person, whether or not

it shall have express or other notice thereof, except as otherwise provided by

law.

 

   Section 7.  Voting Securities Owned by the Corporation.  Powers of attorney,

proxies, waivers of notice of meeting, consents and other instruments relating

to securities owned by the Corporation may be executed in the name of and on

behalf of the Corporation by the Chairman of the Board, the President, any Vice

President or the Secretary and any such officer may, in the name of and on

behalf of the Corporation take all such action as any such officer may deem

advisable to vote in person or by proxy at any meeting of security holders of

any corporation in which the Corporation may own securities and at any such

meeting shall possess and may exercise any and all rights and powers incident to

the ownership of such securities and which, as the owner thereof, the

Corporation might have exercised and possessed if present. The Board of

Directors may, by resolution, from time to time confer like powers upon any

other person or persons.

 

                                  ARTICLE VI

                                    NOTICES

 

   Section 1.  Notice.  Whenever, under the provisions of the laws of Delaware

or the Certificate of Incorporation or these By-laws, any notice, request,

demand or other communication is required to be or may be given or made to any

officer, director, or registered shareholder, it shall not be construed to mean

that such notice, request, demand or other communication must be given or made

in person, but the same may be given or made by mail, telegraph, cablegram,

telex, or telecopier to such officer, director or registered shareholder. Any

such notice, request, demand or other communication shall be considered to have

been properly given or made, in the case of mail, telegraph or cable, when

deposited in the mail or delivered to the appropriate office for telegraph or

cable transmission, and in other cases when transmitted by the party giving or

making the same, directed to the officer or director at his address as it

appears on the records of the Corporation or to a registered shareholder at his

address as it appears on the record of shareholders, or, if the shareholder

shall have filed with the Secretary of the Corporation a written request that

notices to him be mailed to some other address, then directed to the shareholder

at such other address. Notice to directors may also be given in accordance with

Section 5 of Article III hereof.

 

   Whenever, under the provisions of the laws of the State of Delaware or the

Certificate of Incorporation or these By-laws, any notice, request, demand or

other communication is required to be or may be given or made to the

Corporation, it shall also not be construed to mean that such notice, request,

demand or other communication must be given or made in person, but the same may

be given or made to the Corporation by mail, telegraph, cablegram, telex, or

telecopier. Any such notice, request, demand or other communication shall be

considered to have been properly given or made, in the case of mail, telegram or

cable, when deposited in the mail or delivered to the appropriate office for

telegraph or cable transmission.

 

   Section 2.  Waivers of Notice.  Whenever any written notice is required to be

given under the provisions of the Certificate of Incorporation, these By-laws or

a statute, a waiver thereof in writing, signed by the person or persons entitled

to such notice, whether before or after the time stated therein, shall be deemed

equivalent to the giving of such notice. Neither the business to be transacted

at, nor the purpose of, any regular or special meeting of the shareholders,

directors, or members of a committee of directors need be specified in any

written waiver of notice of such meeting.

 

Attendance of a person, either in person or by proxy at any meeting, without

protesting prior to the conclusion of the meeting the lack of notice of such

meeting, shall constitute a waiver of notice of such meeting.

 

                                  ARTICLE VII

                              GENERAL PROVISIONS

 

   Section 1.  Dividends.  Dividends upon the capital stock of the Corporation,

subject to applicable law and the provisions of the Certificate of

Incorporation, if any, may be declared by the Board of Directors at any regular

or special meeting or by any Committee of the Board of

Directors having such authority at any meeting thereof, and may be paid in cash,

in property, in shares of the capital stock, or in any combination thereof.

Before payment of any dividend, there may be set aside out of any funds of the

Corporation available for dividends such sum or sums as the Board of Directors

from time to time, in its absolute discretion, deems proper as a reserve or

reserves to meet contingencies, or for equalizing dividends, or for any proper

purpose, and the Board of Directors may modify or abolish any such reserve.

 

   Section 2.  Disbursements.  All notes, checks, drafts and orders for the

payment of money issued by the Corporation shall be signed in the name of the

Corporation by such officers or such other persons as the Board of Directors may

from time to time designate.

 

   Section 3.  Corporation Seal.  The corporate seal, if the Corporation shall

have a corporate seal, shall have inscribed thereon the name of the Corporation,

the year of its organization and the words "Corporate Seal, Delaware". The seal

may be used by causing it or a facsimile thereof to be impressed or affixed or

reproduced or otherwise.

 

 

                                 ARTICLE VIII

 

                                INDEMNIFICATION

 

   Section 1.  Mandatory Indemnification of Directors and Officers.  Each person

who at any time is or was a director or officer of the Corporation, and who was,

is or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative, arbitrative

or investigative (a "Proceeding," which shall include any appeal in such a

Proceeding, and any inquiry or investigation that could lead to such a

Proceeding), by reason of the fact that such person is or was a director or

officer of the Corporation, or is or was a director or officer of the

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

partner, venturer, proprietor, trustee, employee, agent or similar functionary

of another foreign or domestic corporation, partnership, joint venture, sole

proprietorship, trust, employee benefit plan or other enterprise shall be

indemnified by the Corporation to the fullest extent authorized by the Delaware

General Corporation Law as the same exists or may hereafter be amended from time

to time (the "DGCL"), or any other applicable law as may from time to time be in

effect (but, in the case of any such amendment or enactment, only to the extent

that such amendment or law permits the Corporation to provide broader

indemnification rights than such law prior to such amendment or enactment

permitted the Corporation to provide), against judgments, penalties (including

excise and similar taxes), fines, settlements and reasonable expenses (including

court costs and attorneys' fees) actually incurred by such person in connection

with such Proceeding.  The Corporation's obligations under this Section 1

include, but are not limited to, the convening of any meeting, and the

consideration of any matter thereby, required by statute in order to determine

the eligibility of any person for indemnification.  Expenses incurred in

defending a Proceeding shall be paid by the Corporation in advance of the final

disposition of such Proceeding to the fullest extent permitted, and only in

compliance with, the DGCL or any other applicable laws as may from time to time

be in effect.  The Corporation's obligation to indemnify or to prepay expenses

under this Section 1 shall arise, and all rights granted hereunder shall vest,

at the time of the occurrence of the transaction

or event to which such proceeding relates, or at the time that the action or

conduct to which such proceeding relates was first taken or engaged in (or

omitted to be taken or engaged in), regardless of when such proceeding is first

threatened, commenced or completed.  Notwithstanding any other provision of the

Certificate of Incorporation or these Bylaws, no action taken by the

Corporation, either by amendment of the Certificate of Incorporation or these

Bylaws or otherwise, shall diminish or adversely affect any rights to

indemnification or prepayment of expenses granted under this Section 1 which

shall have become vested as aforesaid prior to the date that such amendment or

other corporate action is taken.

 

   Section 2.  Permissive Indemnification of Employees and Agents.  The rights

to indemnification and prepayment of expenses which are conferred to the

Corporation's directors and officers by Section 1 of this Article VIII may be

conferred upon any employee or agent of the Corporation if, and to the extent,

authorized by its Board of Directors.

 

   Section 3.  Indemnity Insurance.  The Corporation shall have power to

purchase and maintain insurance on behalf of any person who is or was a

director, officer, employee or agent of the Corporation, or is or was serving at

the request of the Corporation as a director, officer, partner, venturer,

proprietor, trustee, employee, agent or similar functionary of another

corporation, partnership, joint venture, sole proprietorship, trust, employee

benefit plan, or other enterprise, against any liability asserted against him

and incurred by him in any such capacity or arising out of his status as such,

whether or not the Corporation would have the power to indemnify him against

such liability under the provisions of the DGCL.  Without limiting the power of

the Corporation to procure or maintain any kind of insurance or other

arrangement, the Corporation may, for the benefit of persons indemnified by the

Corporation (1) create a trust fund, (2) establish any form of self-insurance,

(3) secure its indemnity obligation by grant of a security interest or other

lien on the assets of the Corporation, or (4) establish a letter of credit,

guaranty or surety arrangement.

 

                                  ARTICLE IX

                                  AMENDMENTS

 

   Except as otherwise specifically stated within an Article to be altered,

amended or repealed these By-laws may be altered, amended or repealed and new

By-laws may be adopted at any meeting of the Board of Directors or of the

shareholders, provided notice of the proposed change was given in the notice of

the meeting.

[As Filed: 08/13/1997]