Exhibit 3.2

                                     BYLAWS
                                       OF
                         STANDARD PARKING CORPORATION IL





                                    ARTICLE 1

                                     OFFICES

         The principal office of the Corporation may be, within or without the
State of Delaware as the business of the Corporation may require from time to
time.

         The registered office of the Corporation required by the General
Corporation Law of Delaware to be maintained in the State of Delaware shall be
1209 Orange Street, Wilmington, Delaware, County Of New Castle. The name of the
registered agent of the Corporation in Delaware shall be CT Corporation System.

                                    ARTICLE 2

                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders
shall be held on March 1st of each year (beginning with the year 2003), or on
such other date as determined by the Board of Directors, at such hour as shall
be designated in the notice of the meeting for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may be.

         SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation.

         SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate any
place, if any, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the
President or Board of Directors. A waiver of notice signed by all stockholders
may designate any place, if any, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting, if any, shall be at
the principal office of the Corporation in the State of Illinois, except as
otherwise provided in Section 2.5 of these Bylaws. The Board of Directors may,
in its sole discretion, determine that a meeting or meetings of the stockholders
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized and in the manner set forth in paragraph
(a)(2) of Section 211 of the Delaware General Corporation Law ("DGCL").

         SECTION 2.4. NOTICE OF MEETING. Written or printed notice stating the
place, if any, day, hour of the meeting, and means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at stockholder meetings, and in the case of a special meeting,
the purposes for which the meeting is called, shall



be delivered not less than ten nor more than sixty days before the date of
the meeting, or in the case of a merger or consolidation not less than twenty
nor more than sixty days before the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting, to each stockholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid. Stockholders may consent to receiving electronic delivery of notice
of stockholder meetings, subject to the limitations found in Section 232 of
the DGCL. Any waiver of notice of a stockholder meeting may be given by
electronic transmission in the manner set forth in Section 229 of the DGCL.

         SECTION 2.5. MEETING OF ALL STOCKHOLDERS. If all of the stockholders
shall meet at any time and place, if any, either within or without the State of
Delaware, and consent to the holding of a meeting at such time and place, if
any, such meeting shall be valid without call or notice, and at such meeting any
corporate action may be taken.

         SECTION 2.6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days, or in
the case of a merger or consolidation, at least twenty days, immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days, or in the case
of a merger or consolidation, not less than twenty days, immediately preceding
such meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders.

         SECTION 2.7. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the Corporation shall make at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list need not include electronic mail
addresses or other electronic contact information and shall be open to the
examination of any stockholder for any purpose germane to the meeting, for a
period of at least ten (10) days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
In the event
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that the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation. If the meeting
is to be held at a place, then the list shall 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. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonable accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

         SECTION 2.8. QUORUM. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of stockholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the stockholders, unless the vote
of a greater number or voting by classes is required by the DGCL or the
Certificate of Incorporation.

         SECTION 2.9. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meetings. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 2.10. VOTING OF SHARES. Subject to the provisions of Section
2.12 of these Bylaws, the Certificate of Incorporation and the Certificate of
Designations, if any, of any class of stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of stockholders.

         SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

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         A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 2.12. INFORMAL ACTION BY STOCKHOLDERS. Any action required to
be taken at any annual or special meeting of the stockholders, or any other
action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Written consent includes the use of telegram, cablegram, or other electronic
transmission as described in Section 219 of the DGCL. However, unless the Board
of Directors of the Corporation provide otherwise, such transmission must be
reproduced in paper form and delivered to the Corporation's registered office,
principal place of business or its officer or agent having custody of the book
in which proceeding of meetings of stockholders are recorded, in order to be
deemed delivered.

         SECTION 2.13. VOTING BY BALLOT AND PROXY. Voting on any question or in
any election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot or proxy. When counting
written ballots and proxies to determine their validity, inspectors of election
may rely on any verification information required of stockholders voting
electronically. Written ballots and proxies include those submitted
electronically as set forth in paragraph (e) of Section 211 of the DGCL.

                                    ARTICLE 3

                                    DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         SECTION 3.2. NUMBER, TENURE AND QUALIFICATION. The number of directors
of the Corporation shall be no less than one (1) and no more than five (5). The
exact number of directors may be fixed from time to time by resolution of the
Board of Directors of the Corporation. Each director shall hold office until the
next annual meeting of stockholders or until his successor shall have been duly
elected and qualified. Directors need not be residents of Delaware or
stockholders of the Corporation

                                       4


         SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after,
and at the same place, if any, as the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors or by the sole Director if there remains only one. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, if any, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.

         SECTION 3.5. NOTICE. Notice of any special meeting shall be given at
least 24 hours previous thereto by written notice delivered personally, by
courier or mailed to each director at his business address, or by telegram or
facsimile. If notice is given by courier, such notice shall be deemed to be
delivered one business day following deposit with the courier. If mailed, such
notice shall be deemed to be delivered two days following deposit in the United
States mail. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. If notice is
given by facsimile, such notice shall be deemed to be delivered on the day of
transmission if transmitted during the recipient's normal business hours or one
business day following transmission if transmitted after business hours. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting 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 Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 3.6. QUORUM. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

         SECTION 3.7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         SECTION 3.8. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by the directors at a special or regular meeting called
for such purpose or by unanimous written consent in lieu thereof pursuant to
Section 3.13 of these Bylaws. Any director elected to such vacancy shall hold
office until the next annual meeting of stockholders.

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         SECTION 3.9. RESIGNATIONS. Any Director of the Corporation may resign
at any time by giving notice in writing or by electronic transmission (as such
term is defined in subsection (c) of Section 232 of the DGCL) to the Board of
Directors, the chairman, if any, the chief executive officer, the president, the
chief financial officer or the secretary of the Corporation. Such resignation
shall take effect at the time specified therein and, unless tendered to take
effect upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.10. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors of this Corporation may be removed with or without cause at any annual
or special meeting of stockholders by the holders of a majority of the shares
then entitled to vote at an election of directors.

         SECTION 3.11. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board.
In the event the Internal Revenue Service shall deem any compensation (including
any fringe benefit) paid to a director to be unreasonable or excessive, such
director must repay to the Corporation the excess over what is determined by the
Internal Revenue Service to be reasonable compensation, with interest on such
excess at the minimum applicable federal rate, within ninety days after notice
from the Corporation.

         SECTION 3.12. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         SECTION 3.13. INFORMAL ACTION BY BOARD OF DIRECTORS. 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 consent thereto in writing or by electronic transmission (as
such term is defined in subsection (c) of Section 232 of the DGCL), and the
writing(s) or electronic transmissions(s) are filed with the minutes of
proceedings of the Board of Directors or committee thereof. Such filing(s) shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

         SECTION 3.14. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
Board of Directors or of any committee designated by the Board of Directors may
participate in a

                                       6


meeting of such Board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.

         SECTION 3.15 COMMITTEES. The Board of Directors may, by resolution
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. 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 he or they 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, or in these Bylaws, 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 which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation by the Board of Directors, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the Board of Directors, Bylaws or 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.

                                    ARTICLE 4

                                    OFFICERS

         SECTION 4.1. NUMBER. The officers of the Corporation shall be, at
minimum, a President, a Treasurer or Chief Financial Officer, and a Secretary.
The Board may also choose a Chairman of the Board, a Chief Executive Officer and
such Vice Presidents (the number thereof to be determined by the Board of
Directors), Assistant Treasurers, Assistant Secretaries or other officers as may
be elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.

         SECTION 4.2. ELECTION AND TERMS OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner

                                       7


hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights.

         SECTION 4.3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION 4.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term.

         SECTION 4.5. THE CHAIRMAN. The Chairman of the Board, if one is
appointed, the Chief Executive Officer, if one is appointed, or the President
shall preside at all meetings of the stockholders and of the Board of Directors
and shall see that orders and resolutions of the Board of Directors are carried
into effect. He or she shall have concurrent power with the Chief Executive
Officer, if any, and the President to sign bonds, mortgages, certificates for
shares and other contracts and documents, whether or not under the seal of the
Corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation. The Chairman of the Board shall
perform such duties as the Board of Directors may from time to time prescribe.

         SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of the
Corporation, unless otherwise provided by the Board of Directors. He or she may
sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under the seal of the Corporation except in cases where
the signing and execution thereof shall be expressly delegated by law, by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. He or she shall have general powers of supervision and shall be the
final arbiter of all differences between officers of the Corporation and his or
her decision as to any matter affecting the Corporation shall be final and
binding as between the officers of the Corporation subject only to its Board of
Directors.

         SECTION 4.7. THE PRESIDENT. If no Chief Executive Officer is appointed,
or in the absence of the Chief Executive Officer, the President shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. He or she shall have concurrent power with the Chief Executive Officer
to sign bonds, mortgages, certificates for shares and other contracts and
documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. In general, he or she shall perform all duties incident to the
office of President and such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

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         SECTION 4.8. THE EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the
absence of the President or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there be more than one Executive Vice
President, the Executive Vice Presidents in the order designated, 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. If no Executive Vice
President is elected then in the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, 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. Any Executive Vice
President or Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

         SECTION 4.9 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall be the principal financial and accounting officer of the Corporation, and
shall (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation; (b) keep or cause to be kept correct and complete
books and records of account including a record of all receipts and
disbursements; (c) deposit all funds and securities of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these Bylaws; (d) from time to time prepare or cause to be prepared and
render financial statements of the Corporation at the request of the Chief
Executive Officer, the President, the Chairman of the Board, if any, or the
Board of Directors; and (e), in general, perform all duties incident to the
office of Chief Financial Officer and such other duties as from time to time may
be prescribed by the Chairman of the Board, if any, the Chief Executive Officer,
the President or the Board of Directors; provided, however, that in connection
with the election of the Chief Financial Officer, the Board of Directors may
limit in any manner the duties (other than those specified in clauses (a)
through (d) hereof) which may be prescribed to be performed by the Chief
Financial Officer by the Chairman of the Board, if any, the Chief Executive
Officer and/or the President.

         SECTION 4.10. THE TREASURER. If no Chief Financial Officer is
appointed, or in his or her absence or in the event of his or her inability or
refusal to act, the Treasurer shall perform the duties of the Chief Financial
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Financial Officer. He or she shall, in general,
perform all the duties incident to the office of Treasurer and such other duties
and have such other powers as the Chief Executive Officer, the President or the
Board of Directors may from time to time prescribe.

         SECTION 4.11. THE SECRETARY. The Secretary shall: (a) keep the minutes
of the stockholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue

                                       9


thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         SECTION 4.12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or a
Vice President certificates for shares of the Corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

         SECTION 4.13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within 90 days after notice from the Corporation.

                                    ARTICLE 5

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         SECTION 5.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation
shall:

         (a) indemnify, to the fullest extent permitted by the DGCL, 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 such person 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 corporation,
partnership, joint venture, trust or other enterprise, or if such person has
previously been designated for indemnification by the resolution of the Board of
Directors, an officer, employee or agent of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in

                                       10


good faith and in a manner such person 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 such person's
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 such person 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 such
person's conduct was unlawful; and

         (b) 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 such person is or was a director or officer, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise, or if such person
has previously been designated for indemnification by the resolution of the
Board of Directors, an officer, employee or agent of the Corporation, against
expenses (including attorney's fees) actually and reasonably incurred by each
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests 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 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; and

         (c) indemnify any director, or, if such person has previously been
designated for indemnification by the resolution of the Board of Directors, an
officer, employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith, to the extent
that such 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 Article 5, Section 5.1 (a) and (b), or in defense of
any claim, issue or matter therein; and

         (d) make any indemnification under Article 5, Section 5.1 (a) and (b)
(unless ordered by a court) only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in Article 5, Section 5.1
(a) and (b). Such determination shall be made (1) by the Board of Directors 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 a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders of the
Corporation; and

                                       11


         (e) pay expenses incurred by a director or officer in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article 5. Notwithstanding the foregoing,
the Corporation shall not be obligated to pay expenses incurred by a director or
officer with respect to any threatened, pending, or completed claim, suit or
action, whether civil, criminal, administrative, investigative or otherwise
("Proceedings") initiated or brought voluntarily by a director or officer and
not by way of defense (other than Proceedings brought to establish or enforce a
right to indemnification under the provisions of this Article 5 unless a court
of competent jurisdiction determines that each of the material assertions made
by the director or officer in such proceeding were not made in good faith or
were frivolous). The Corporation shall not be obligated to indemnify the
director or officer for any amount paid in settlement of a Proceeding covered
hereby without the prior written consent of the Corporation to such settlement;
and

         (f) not deem the indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article 5 exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such director's or
officer's official capacity and as to action in another capacity while holding
such office; and

         (g) have the right, authority and 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, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person' s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article 5; and

         (h) deem the provisions of this Article 5 to be a contract between the
Corporation and each director, or appropriately designated officer, employee or
agent who serves in such capacity at any time while this Article 5 is in effect
and any repeal or modification of this Article 5 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts. The provisions of
this Article 5 not be deemed to be a contract between the Corporation and any
directors, officers, employees or agents of any other Corporation (the "Second
Corporation") which shall merge into or consolidate with this Corporation when
this Corporation shall be the surviving or resulting Corporation, and any such
directors, officers, employees or agents of the Second Corporation shall be
indemnified to the extent required under the DGCL only at the discretion of the
Board of Directors of this Corporation; and

                                       12


         (i) continue the indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 5, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent of the Corporation and such rights shall inure to the benefit
of the heirs, executors and administrators of such a person.

         SECTION 5.2. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. As provided
for in the Certificate of Incorporation of the Corporation, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the DGCL, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by a amended DGCL. Any
repeal or modification of this Article 5 by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


                                    ARTICLE 6

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 6.1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

         SECTION 6.2. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

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                                    ARTICLE 7

                                   FISCAL YEAR

         The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December in each year.

                                    ARTICLE 8

                                    DIVIDENDS

         The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE 9

                                      SEAL

         The Board of Directors may approve a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Delaware."

                                   ARTICLE 10

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these Bylaws or under the provisions of the Certificate of
Incorporation or under the provisions of the DGCL law, 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.

                                   ARTICLE 11

                            AMENDMENTS TO THE BYLAWS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by unanimous written consent of the Board of Directors or at any meeting
of the Board of Directors of the Corporation by a majority of the directors
present at the meeting, subject to the power of the stockholders to alter or
repeal Bylaws made by the Board of Directors.

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